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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-16109

 

CORECIVIC, INC.

(Exact name of registrant as specified in its charter)

 

 

MARYLAND

62-1763875

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

5501 VIRGINIA WAY

BRENTWOOD, TENNESSEE

37027

(Zip Code)

(Address of principal executive offices)

 

 

(615) 263-3000

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CXW

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Indicate the number of shares outstanding of each class of Common Stock as of August 2, 2024:

Shares of Common Stock, $0.01 par value per share: 110,270,512 shares outstanding.


 

CORECIVIC, INC.

 

FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

 

INDEX

 

 

 

PAGE

PART 1 – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

    a)

 

Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023

 

1

    b)

 

Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2024 and 2023

 

2

    c)

 

Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2024 and 2023

 

3

    d)

 

Consolidated Statement of Stockholders' Equity (Unaudited) for the quarterly periods during 2024

 

4

    e)

 

Consolidated Statement of Stockholders' Equity (Unaudited) for the quarterly periods during 2023

 

5

    f)

 

Notes to Consolidated Financial Statements (Unaudited)

 

6

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

19

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

38

Item 4.

 

Controls and Procedures

 

39

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

40

Item 1A.

 

Risk Factors

 

40

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

40

Item 3.

 

Defaults Upon Senior Securities

 

40

Item 4.

 

Mine Safety Disclosures

 

40

Item 5.

 

Other Information

 

41

Item 6.

 

Exhibits

 

41

 

 

 

 

 

SIGNATURES

 

42

 

 

 

 


 

PART I – FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS.

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

ASSETS

 

June 30, 2024

 

 

December 31, 2023

 

Cash and cash equivalents

 

$

60,186

 

 

$

121,845

 

Restricted cash

 

 

7,497

 

 

 

7,111

 

Accounts receivable, net of credit loss reserve of $4,803 and $6,827, respectively

 

 

273,670

 

 

 

312,174

 

Prepaid expenses and other current assets

 

 

39,446

 

 

 

26,304

 

Assets held for sale

 

 

2,211

 

 

 

7,480

 

Total current assets

 

 

383,010

 

 

 

474,914

 

Real estate and related assets:

 

 

 

 

 

 

   Property and equipment, net of accumulated depreciation of $1,872,601 
       and $
1,821,015, respectively

 

 

2,083,178

 

 

 

2,114,522

 

   Other real estate assets

 

 

196,059

 

 

 

201,561

 

Goodwill

 

 

4,844

 

 

 

4,844

 

Other assets

 

 

236,120

 

 

 

309,558

 

Total assets

 

$

2,903,211

 

 

$

3,105,399

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

254,634

 

 

$

285,857

 

Current portion of long-term debt

 

 

11,832

 

 

 

11,597

 

Total current liabilities

 

 

266,466

 

 

 

297,454

 

Long-term debt, net

 

 

1,007,148

 

 

 

1,083,476

 

Deferred revenue

 

 

13,899

 

 

 

18,315

 

Non-current deferred tax liabilities

 

 

88,501

 

 

 

96,915

 

Other liabilities

 

 

79,676

 

 

 

131,673

 

Total liabilities

 

 

1,455,690

 

 

 

1,627,833

 

Commitments and contingencies

 

 

 

 

 

 

Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding
   at June 30, 2024 and December 31, 2023

 

 

 

 

 

 

Common stock – $0.01 par value; 300,000 shares authorized; 110,271 and 112,733 
   shares issued and outstanding at June 30, 2024 and December 31, 2023,
   respectively

 

 

1,103

 

 

 

1,127

 

Additional paid-in capital

 

 

1,726,768

 

 

 

1,785,286

 

Accumulated deficit

 

 

(280,350

)

 

 

(308,847

)

Total stockholders' equity

 

 

1,447,521

 

 

 

1,477,566

 

Total liabilities and stockholders' equity

 

$

2,903,211

 

 

$

3,105,399

 

 

The accompanying notes are an integral part of these consolidated financial statements.

1


 

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

REVENUE

 

$

490,109

 

 

$

463,682

 

 

$

990,795

 

 

$

921,684

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

375,735

 

 

 

362,008

 

 

 

753,838

 

 

 

716,545

 

General and administrative

 

 

33,910

 

 

 

32,612

 

 

 

70,375

 

 

 

65,291

 

Depreciation and amortization

 

 

32,145

 

 

 

31,615

 

 

 

63,875

 

 

 

62,657

 

 

 

 

441,790

 

 

 

426,235

 

 

 

888,088

 

 

 

844,493

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(17,110

)

 

 

(18,268

)

 

 

(35,723

)

 

 

(37,419

)

Expenses associated with debt repayments
     and refinancing transactions

 

 

(4,074

)

 

 

(226

)

 

 

(31,316

)

 

 

(226

)

Gain (loss) on sale of real estate assets, net

 

 

 

 

 

(25

)

 

 

568

 

 

 

(25

)

Other income

 

 

444

 

 

 

78

 

 

 

386

 

 

 

31

 

INCOME BEFORE INCOME TAXES

 

 

27,579

 

 

 

19,006

 

 

 

36,622

 

 

 

39,552

 

Income tax expense

 

 

(8,625

)

 

 

(4,176

)

 

 

(8,125

)

 

 

(12,322

)

NET INCOME

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

BASIC EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.26

 

 

$

0.24

 

DILUTED EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.25

 

 

$

0.24

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

2


 

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED AND AMOUNTS IN THOUSANDS)

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

28,497

 

 

$

27,230

 

Adjustments to reconcile net income to net cash provided by
      operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

63,875

 

 

 

62,657

 

Amortization of debt issuance costs and other non-cash interest

 

 

1,876

 

 

 

2,331

 

Expenses associated with debt repayments and refinancing
    transactions

 

 

31,316

 

 

 

226

 

Loss (gain) on sale of real estate assets, net

 

 

(568

)

 

 

25

 

Deferred income taxes

 

 

(8,414

)

 

 

(3,944

)

Non-cash revenue and other income

 

 

(1,454

)

 

 

(1,391

)

Non-cash equity compensation

 

 

11,118

 

 

 

10,157

 

Other expenses and non-cash items

 

 

1,454

 

 

 

3,455

 

Changes in assets and liabilities, net:

 

 

 

 

 

 

Accounts receivable, prepaid expenses and other assets

 

 

24,528

 

 

 

48,942

 

Accounts payable, accrued expenses and other liabilities

 

 

(13,815

)

 

 

(23,820

)

Net cash provided by operating activities

 

 

138,413

 

 

 

125,868

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Expenditures for facility development and expansions

 

 

(5,308

)

 

 

(3,155

)

Expenditures for other capital improvements

 

 

(25,607

)

 

 

(23,251

)

Net proceeds from sale of assets

 

 

8,294

 

 

 

5,918

 

Decrease (increase) in other assets

 

 

1,247

 

 

 

(1,137

)

Net cash used in investing activities

 

 

(21,374

)

 

 

(21,625

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of debt and borrowings from credit facility

 

 

547,000

 

 

 

100,000

 

Scheduled principal repayments

 

 

(5,741

)

 

 

(5,518

)

Principal repayments of credit facility

 

 

(22,000

)

 

 

(100,000

)

Other repayments of debt

 

 

(593,113

)

 

 

(174,754

)

Payment of debt defeasance, issuance and other refinancing and related costs

 

 

(34,857

)

 

 

(83

)

Payment of lease obligations for financing leases

 

 

(304

)

 

 

(295

)

Dividends paid on restricted stock units

 

 

(136

)

 

 

(131

)

Purchase and retirement of common stock

 

 

(69,161

)

 

 

(30,531

)

Net cash used in financing activities

 

 

(178,312

)

 

 

(211,312

)

NET DECREASE IN CASH, CASH EQUIVALENTS AND
      RESTRICTED CASH

 

 

(61,273

)

 

 

(107,069

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

 

 

128,956

 

 

 

162,165

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

67,683

 

 

$

55,096

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Net establishment (lease modification) of right of use assets and lease liabilities

 

$

(56,971

)

 

$

224

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

37,923

 

 

$

42,379

 

Income taxes paid

 

$

20,731

 

 

$

13,225

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3


 

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE QUARTERLY PERIODS DURING 2024

(UNAUDITED AND AMOUNTS IN THOUSANDS)

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance as of December 31, 2023

 

 

112,733

 

 

$

1,127

 

 

$

1,785,286

 

 

$

(308,847

)

 

$

1,477,566

 

Net income

 

 

 

 

 

 

 

 

 

 

 

9,543

 

 

 

9,543

 

Retirement of common stock

 

 

(3,381

)

 

 

(33

)

 

 

(49,234

)

 

 

 

 

 

(49,267

)

Restricted stock compensation, net of forfeitures

 

 

 

 

 

 

 

 

6,081

 

 

 

 

 

 

6,081

 

Restricted stock grants

 

 

2,216

 

 

 

22

 

 

 

(22

)

 

 

 

 

 

 

Balance as of March 31, 2024

 

 

111,568

 

 

$

1,116

 

 

$

1,742,111

 

 

$

(299,304

)

 

$

1,443,923

 

Net income

 

 

 

 

 

 

 

 

 

 

 

18,954

 

 

 

18,954

 

Retirement of common stock

 

 

(1,310

)

 

 

(13

)

 

 

(20,380

)

 

 

 

 

 

(20,393

)

Restricted stock compensation, net of forfeitures

 

 

 

 

 

 

 

 

5,037

 

 

 

 

 

 

5,037

 

Restricted stock grants

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

110,271

 

 

$

1,103

 

 

$

1,726,768

 

 

$

(280,350

)

 

$

1,447,521

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE QUARTERLY PERIODS DURING 2023

(UNAUDITED AND AMOUNTS IN THOUSANDS)

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance as of December 31, 2022

 

 

114,988

 

 

$

1,150

 

 

$

1,807,689

 

 

$

(376,431

)

 

$

1,432,408

 

Net income

 

 

 

 

 

 

 

 

 

 

 

12,400

 

 

 

12,400

 

Retirement of common stock

 

 

(2,980

)

 

 

(30

)

 

 

(29,924

)

 

 

 

 

 

(29,954

)

Dividends on RSUs

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

Restricted stock compensation, net of forfeitures

 

 

 

 

 

 

 

 

4,884

 

 

 

 

 

 

4,884

 

Restricted stock grants

 

 

1,677

 

 

 

17

 

 

 

(17

)

 

 

 

 

 

 

Balance as of March 31, 2023

 

 

113,685

 

 

$

1,137

 

 

$

1,782,632

 

 

$

(364,037

)

 

$

1,419,732

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,830

 

 

 

14,830

 

Retirement of common stock

 

 

(84

)

 

 

(1

)

 

 

(698

)

 

 

 

 

 

(699

)

Restricted stock compensation, net of forfeitures

 

 

 

 

 

 

 

 

5,273

 

 

 

 

 

 

5,273

 

Restricted stock grants

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2023

 

 

113,605

 

 

$

1,136

 

 

$

1,787,207

 

 

$

(349,207

)

 

$

1,439,136

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


 

CORECIVIC, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

JUNE 30, 2024

 

1.
ORGANIZATION AND OPERATIONS

CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States ("U.S."). Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of June 30, 2024, through its CoreCivic Safety segment, the Company operated 43 correctional and detention facilities, 39 of which the Company owned, with a total design capacity of approximately 65,000 beds. Through its CoreCivic Community segment, the Company operated 23 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 6 properties, with a total design capacity of approximately 10,000 beds.

In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

 

2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 (the "2023 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company.

Risks and Uncertainties

On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. The United States Marshals Service ("USMS") is an agency of the DOJ that utilizes CoreCivic's facilities and services, and accounted for 20% and 21% of CoreCivic's total revenue for the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively. Another federal agency that utilizes CoreCivic's facilities and services, U.S. Immigration and Customs Enforcement ("ICE"), is not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ.

CoreCivic currently has two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023 and now expires in September 2028. The second direct contract with the USMS expires in September 2025. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

6


 

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)" ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and expects to adopt it for the year ending December 31, 2024, including any additional required disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects to adopt it for the year ending December 31, 2025, including any additional required disclosures.

In March 2024, the SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters (the "Climate Disclosure Rules"). The Climate Disclosure Rules include disclosures relating to climate-related risks and risk management as well as the board and management's governance of such risks. In addition, the Climate Disclosure Rules include requirements to disclose, in the audited consolidated financial statements, the financial effects of severe weather events and other natural conditions meeting certain thresholds, as well as carbon offsets and renewable energy credits. Larger registrants, including CoreCivic, will also be required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. Applicability of the Climate Disclosure Rules begins for CoreCivic for the fiscal year ending December 31, 2025. On April 4, 2024, the SEC announced that it would stay the Climate Disclosure Rules as it faces legal challenges regarding implementation of such rules. The Company is currently assessing the impact of these rules, if implemented, on the Company's consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2024 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position.

Fair Value of Financial Instruments

To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At June 30, 2024 and December 31, 2023, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Debt

 

$

(1,032,837

)

 

$

(1,023,065

)

 

$

(1,106,691

)

 

$

(1,090,326

)


 

7


 

3.
REAL ESTATE AND OTHER TRANSACTIONS

Assets Held For Sale and Dispositions

As of June 30, 2024, CoreCivic had an idled 390-bed facility in Oklahoma reported in its CoreCivic Community segment and classified as held for sale. The aggregate carrying value of the property and equipment of this facility, amounting to $2.2 million, was reflected as assets held for sale on the Company's consolidated balance sheet as of June 30, 2024. The Company closed on the sale of this facility in July 2024 for a gross sales price of $3.7 million, resulting in a gain on sale that will be reported in the third quarter of 2024.

In January 2024, CoreCivic completed the sale of a facility in Colorado and reported in its CoreCivic Community segment. The sale generated net sales proceeds of $8.0 million, resulting in a gain on sale of $0.5 million reported in the first quarter of 2024. The facility was classified as held for sale as of December 31, 2023. CoreCivic continued to operate the facility through the expiration of the management contract in June 2024. In addition, in March 2024, CoreCivic completed the sale of an unused parcel of land in Texas. The sale generated net sales proceeds of $0.2 million, resulting in a gain on sale of $0.1 million also reported in the first quarter of 2024.

During the full year 2023, CoreCivic completed the sales of three community corrections facilities leased to government agencies and reported in CoreCivic's Properties segment and one vacant parcel of land. The sales of these four assets generated aggregate net sales proceeds of $10.8 million, resulting in an aggregate net gain on sale of $0.8 million after transaction costs.

Idle Facilities

As of June 30, 2024, CoreCivic had nine idle correctional facilities that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective design capacities, carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands):

 

 

 

 

 

 

Net Carrying Values

 

 

 

Design

 

 

June 30,

 

 

December 31,

 

Facility

 

Capacity

 

 

2024

 

 

2023

 

Prairie Correctional Facility

 

 

1,600

 

 

$

12,808

 

 

$

13,230

 

Huerfano County Correctional Center

 

 

752

 

 

 

13,975

 

 

 

14,058

 

Diamondback Correctional Facility

 

 

2,160

 

 

 

32,859

 

 

 

33,764

 

Marion Adjustment Center

 

 

826

 

 

 

9,949

 

 

 

9,968

 

Kit Carson Correctional Center

 

 

1,488

 

 

 

47,191

 

 

 

47,638

 

West Tennessee Detention Facility

 

 

600

 

 

 

18,096

 

 

 

18,568

 

Midwest Regional Reception Center

 

 

1,033

 

 

 

48,927

 

 

 

49,736

 

North Fork Correctional Facility

 

 

2,400

 

 

 

58,643

 

 

 

60,044

 

California City Correctional Center

 

 

2,560

 

 

 

74,966

 

 

 

75,430

 

 

 

 

13,419

 

 

$

317,414

 

 

$

322,436

 

 

As of June 30, 2024, CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $2.8 million, and two idled facilities in its Community segment, one of which was classified as held for sale (as disclosed above, the Company closed on the sale of this facility in July 2024), containing an aggregate of 450 beds with an aggregate net book value of $3.3 million. CoreCivic incurred operating expenses at these idled facilities of approximately $5.8 million and $2.4 million during the period they were idle during the three months ended June 30, 2024 and 2023, respectively, and $9.4 million and $5.3 million during the six months ended June 30, 2024 and 2023, respectively.

The Company estimated undiscounted cash flows for each facility with an impairment indicator. The Company's estimated undiscounted cash flows reflect the Company’s most recent expectations around potential utilization and/or sale of the facilities and projected cash flows based on historical cash flows, cash flows of comparable facilities, and recent contract negotiations for utilization, as applicable.

CoreCivic evaluates, on a quarterly basis, market developments for the potential utilization of each of its idle properties in order to identify events that may cause CoreCivic to reconsider its assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a contract in its Safety or Community segment or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as indicators of impairment and tests each of the idled properties for impairment when it is notified by the respective customers or tenants that they would no longer be utilizing such property.

8


 

Termination of Contract at the South Texas Family Residential Center

On June 10, 2024, the Company received notification from ICE of its intent to terminate an inter-governmental service agreement ("IGSA") for services at the 2,400-bed South Texas Family Residential Center ("STFRC") effective August 9, 2024. The IGSA originated in 2014, was extended in 2016, and was extended again in 2020 from September 2021 through September 2026. ICE's termination rights, which permit ICE to terminate the agreement for convenience or non-appropriation of funds, without penalty, by providing CoreCivic with at least a 60-day notice, were unchanged under the previous IGSA.

Under the fixed monthly payment schedule of the original IGSA, ICE agreed to pay CoreCivic $70.0 million in two $35.0 million installments during the fourth quarter of 2014, and graduated fixed monthly payments over the remaining months of the contract. During the six months ended June 30, 2024 and the twelve months ended December 31, 2023, CoreCivic recognized $78.1 million and $156.1 million, respectively, in revenue under the amended IGSA, with the unrecognized balance of the fixed monthly payments reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion at December 31, 2023 is reflected as deferred revenue on the accompanying consolidated balance sheets. As of June 30, 2024 and December 31, 2023, total deferred revenue associated with this agreement amounted to $6.0 million and $7.3 million, respectively. As a result of the notification of the intent to terminate the IGSA, the Company reported the total deferred revenue balance as a current liability within accounts payable and accrued expenses as of June 30, 2024. Upon termination of the IGSA in the third quarter of 2024, when no further service obligation exists, CoreCivic will recognize the remaining balance of the deferred revenue amount.

CoreCivic leases the STFRC and the site upon which it was constructed from a third-party lessor. CoreCivic's lease agreement with the third-party lessor is over a base period concurrent with the IGSA with ICE which was amended in September 2020 to extend the term of the agreement through September 2026. The extended lease agreement provides CoreCivic with the ability to terminate the lease with a notification period of at least 60 days if ICE terminates the extended IGSA. Upon being notified by ICE of its intent to terminate the IGSA at the STFRC, CoreCivic provided notice to the third-party lessor of its intent to terminate the lease agreement effective August 9, 2024. In accordance with ASC 842, "Leases", CoreCivic remeasured the lease liability and recorded a corresponding adjustment of $57.0 million to the associated right of use asset to reflect the reduction to the lease term. In addition, CoreCivic estimates a non-cash asset impairment charge of approximately $3.0 million to $3.6 million during the third quarter of 2024 associated with property and equipment at the STFRC, in the event we are unable to transfer the assets to other CoreCivic facilities.

 

9


 

4.
DEBT

Debt outstanding as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Credit Facility maturing October 2028. Interest
payable periodically at variable interest rates
. The rate at
    June 30, 2024 was
8.4%.

 

$

25,000

 

 

$

 

Term Loan maturing October 2028. Interest payable
periodically at variable interest rates
. The rate at
    June 30, 2024 and December 31, 2023 was
8.4%
    and
8.7%, respectively. Unamortized debt issuance
    costs amounted to $
1.4 million and $1.5 million at
   June 30, 2024 and December 31, 2023, respectively.

 

 

121,875

 

 

 

125,000

 

4.75% Senior Notes maturing October 2027. Unamortized debt
    issuance costs amounted to $
1.3 million and $1.5 million at
    June 30, 2024 and December 31, 2023, respectively.

 

 

243,068

 

 

 

243,068

 

8.25% Senior Notes maturing April 2026. Unamortized debt
    issuance costs amounted to $
5.8 million at December 31, 2023.
    The 8.25% Senior Notes were redeemed on April 15, 2024, as
    further described below.

 

 

 

 

 

593,113

 

8.25% Senior Notes maturing April 2029. Unamortized debt
    issuance costs amounted to $
8.6 million at June 30, 2024.

 

 

500,000

 

 

 

 

4.43% Lansing Correctional Facility Non-Recourse Mortgage
    Note maturing
January 2040. Unamortized debt issuance
    costs amounted to $
2.6 million at June 30, 2024
    and December 31, 2023.

 

 

142,894

 

 

 

145,510

 

Total debt

 

 

1,032,837

 

 

 

1,106,691

 

Unamortized debt issuance costs

 

 

(13,857

)

 

 

(12,052

)

Net unamortized original issue premium

 

 

 

 

 

434

 

Current portion of long-term debt

 

 

(11,832

)

 

 

(11,597

)

Long-term debt, net

 

$

1,007,148

 

 

$

1,083,476

 

 

Bank Credit Facility. On October 11, 2023, CoreCivic entered into a Fourth Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of $400.0 million, consisting of a $125.0 million term loan (the "Term Loan") and a revolving credit facility with a borrowing capacity of $275.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of October 2028. The Bank Credit Facility includes an option to increase the availability under the Revolving Credit Facility and to request additional term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200.0 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount. At CoreCivic's option, interest on outstanding borrowings under the Bank Credit Facility is based on either a base rate plus a margin ranging from 1.75% to 3.5% based upon the Company’s then-current total leverage ratio, or at Term SOFR (as defined in the Bank Credit Facility), which is a forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.75% to 4.5% based on the Company’s then-current total leverage ratio. The Revolving Credit Facility includes a $25.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate plus the applicable margin from the Administrative Agent (as defined in the Bank Credit Facility) on same-day notice.

10


 

Based on the Company's total leverage ratio, interest on loans under the previous bank credit facility through October 10, 2023, was at a base rate plus a margin of 2.25% or at the Bloomberg Short-Term Bank Yield ("BSBY") plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the then-existing revolving credit facility, which had a borrowing capacity of $250.0 million. From October 11, 2023 through the first full fiscal quarter of 2024, loans under the Bank Credit Facility bore interest at a base rate plus a margin of 2.25% or at Term SOFR plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the Revolving Credit Facility, as the interest rate spreads were fixed under the terms of the Bank Credit Facility until the first calculation date occurring after the first full fiscal quarter after the closing date of the Bank Credit Facility. Based on the Company's total leverage ratio during the second quarter of 2024, the interest rate spread for base rate loans declined to 2.00%, the interest rate spread for Term SOFR loans was reduced to 3.00%, and the commitment fee decreased to 0.40%. The Revolving Credit Facility also has a $100.0 million sublimit for the issuance of standby letters of credit. As of June 30, 2024, CoreCivic had $25.0 million of borrowings outstanding under the Revolving Credit Facility, and $18.0 million in letters of credit outstanding resulting in $232.0 million available under the Revolving Credit Facility. The Term Loan, which had an outstanding principal balance of $121.9 million as of June 30, 2024, requires scheduled quarterly principal payments through October 2028, and is pre-payable without penalty.

The Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00, a secured leverage ratio of not more than 2.50 to 1.00, and a fixed charge coverage ratio of not less than 1.75 to 1.00. As of June 30, 2024, CoreCivic was in compliance with all such covenants. The Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of the deposit accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage equals or exceeds 4.25 to 1.00 or (b) the Company incurs certain debt above a specified threshold, each known as a "springing lien" event, certain intangible assets and unencumbered real estate assets that meet a 50% loan-to-value requirement are required to be added as collateral. In addition, the Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements, and in each case subject to customary carveouts. The Bank Credit Facility is subject to cross-default provisions with respect to the terms of certain of CoreCivic's other material indebtedness and is subject to acceleration upon the occurrence of a change of control.

Senior Notes. Interest on the $243.1 million remaining aggregate principal amount of CoreCivic's 4.75% senior unsecured notes issued in October 2017 with an original principal amount of $250.0 million (the "4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75% Senior Notes are scheduled to mature on October 15, 2027. During 2023, the Company purchased $6.9 million principal amount of the 4.75% Senior Notes through open market purchases, reducing the outstanding balance of the 4.75% Senior Notes to $243.1 million as of December 31, 2023. Interest on the aggregate principal amount of CoreCivic's 8.25% senior unsecured notes issued in April and September 2021, with an original principal amount of $675.0 million (the "Old 8.25% Senior Notes"), accrued at the stated rate and was payable in April and October of each year. The Old 8.25% Senior Notes were scheduled to mature on April 15, 2026. During 2022 and 2023, the Company purchased $81.9 million principal amount of the Old 8.25% Senior Notes through open market purchases reducing the outstanding balance of the Old 8.25% Senior Notes to $593.1 million as of December 31, 2023.

On March 4, 2024, the Company commenced a cash tender offer (the "Tender Offer") for any and all of the $593.1 million outstanding principal amount of its outstanding Old 8.25% Senior Notes. As a result of the Tender Offer, $494.3 million aggregate principal amount of the Old 8.25% Senior Notes, or approximately 83.3% of the aggregate principal amount of the Old 8.25% Senior Notes outstanding, had been validly tendered and not validly withdrawn. The Company accepted for purchase and paid for all of the Old 8.25% Senior Notes that were validly tendered and not validly withdrawn. Holders of the Old 8.25% Senior Notes who validly tendered received in cash $1,043.75 per $1,000 principal amount of the Old 8.25% Senior Notes validly tendered, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the Old 8.25% Senior Notes up to, but not including, the settlement date, March 12, 2024. On March 15, 2024, the Company announced that it delivered an irrevocable notice to the holders of all CoreCivic's Old 8.25% Senior Notes that had not been validly tendered or had been validly withdrawn in the Tender Offer, that CoreCivic had elected to redeem in full the Old 8.25% Senior Notes that remained outstanding on April 15, 2024. The remaining principal amount of the outstanding Old 8.25% Senior Notes, which amounted to $98.8 million, was redeemed on April 15, 2024, at a redemption price equal to 104.125% of the principal amount of the outstanding Old 8.25% Senior Notes, plus accrued and unpaid interest on such Old 8.25% Senior Notes to, but not including, April 15, 2024.

11


 

In connection with the Tender Offer, on March 12, 2024, the Company completed an underwritten registered public offering of $500.0 million aggregate principal amount of 8.25% senior unsecured notes due 2029 (the "New 8.25% Senior Notes"), which are guaranteed by all the Company's subsidiaries that guarantee the Bank Credit Facility, the 4.75% Senior Notes, and the Old 8.25% Senior Notes (until their repayment and satisfaction on April 15, 2024). The New 8.25% Senior Notes were offered pursuant to CoreCivic's shelf registration statement on Form S-3, which became effective upon filing with the SEC on March 4, 2024. The net proceeds from the issuance of the New 8.25% Senior Notes totaled approximately $490.3 million, after deducting underwriting discounts and offering expenses. The Company used the net proceeds from the offering of the New 8.25% Senior Notes, together with borrowings under the Revolving Credit Facility and cash on hand, to fund the Tender Offer, and to redeem the remaining outstanding balance of the Old 8.25% Senior Notes on April 15, 2024. CoreCivic recorded charges totaling $4.1 million and $31.3 million during the three and six months ended June 30, 2024, respectively, associated with the Tender Offer and redemption of the Old 8.25% Senior Notes, including the non-cash write-off of unamortized loan issuance costs and original issue premium.

The 4.75% Senior Notes and the New 8.25% Senior Notes (collectively, the "Senior Notes") are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the Bank Credit Facility. CoreCivic may redeem all or part of the 4.75% Senior Notes at any time prior to three months before their maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 4.75% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The Company may redeem all or part of the New 8.25% Senior Notes at any time prior to April 15, 2026, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the New 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125% beginning on April 15, 2026, 102.063% beginning on April 15, 2027, and 100% beginning on April 15, 2028, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date.

The indentures governing the Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in control, CoreCivic must offer to repurchase all or any portion of the Senior Notes. The offer price for the Senior Notes in connection with a change in control would be 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to the New 8.25% Senior Notes additionally limit CoreCivic's ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness. The Senior Notes are also subject to cross-default provisions with certain of CoreCivic's other indebtedness, which includes the Bank Credit Facility.

Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, 20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Bank Credit Facility, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Bank Credit Facility. As of June 30, 2024, the outstanding balance of the Kansas Notes was $142.9 million.

 

12


 

Debt Maturities. Scheduled principal payments as of June 30, 2024 for the remainder of 2024, the next five years, and thereafter were as follows (in thousands):

 

2024 (remainder)

 

$

5,857

 

2025

 

 

12,073

 

2026

 

 

15,701

 

2027

 

 

262,423

 

2028

 

 

122,995

 

2029

 

 

507,985

 

Thereafter

 

 

105,803

 

Total debt

 

$

1,032,837

 

 

5.
STOCKHOLDERS' EQUITY

Share Repurchase Program

On May 12, 2022, the Company's Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of the Company's common stock, or a total aggregate authorized amount to repurchase up to $225.0 million of the Company's common stock. On May 16, 2024, the BOD authorized an additional increase to the share repurchase program by which the Company may purchase up to an additional $125.0 million in shares of the Company's outstanding common stock, increasing the total aggregate authorization to up to $350.0 million. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of its common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. Through December 31, 2023, the Company repurchased 10.1 million shares of its common stock at a total cost of $112.6 million, excluding costs associated with the share repurchase program, or $11.16 per share. During the six months ended June 30, 2024, the Company repurchased 4.0 million shares of its common stock at a total cost of $59.5 million, excluding costs associated with the share repurchase program, or $14.80 per share, including 1.3 million shares at an aggregate cost of $20.1 million during the second quarter of 2024. As of June 30, 2024, the Company had repurchased a total of 14.1 million common shares at an aggregate cost of $172.1 million, or $12.20 per share, and had $177.9 million of repurchase authorization available under the share repurchase program.

Restricted Stock Units

During the six months ended June 30, 2024, CoreCivic issued approximately 1.6 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $23.5 million, including 1.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During the full year 2023, CoreCivic issued approximately 2.0 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $22.3 million, including 1.8 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense.

13


 

CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2022, 2023 and 2024 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2022, 2023, and 2024 for the 2022 awards, December 31, 2023, 2024, and 2025 for the 2023 awards, and December 31, 2024, 2025, and 2026 for the 2024 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2025 and 2026 have not yet been established, the values of the third RSU increment of the 2023 awards and of the second and third increments of the 2024 awards for financial reporting purposes will not be determined until such criteria are established. A portion of the RSU award granted to CoreCivic's chief executive officer in 2024 contains a single performance-based vesting condition that results in full vesting on the later of (i) the second anniversary of the award or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the fiscal year ending December 31, 2025, if the performance criteria is met for the year ending December 31, 2025, or no vesting if the performance criteria is not met for such year. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award. As of June 30, 2024, approximately 3.3 million RSUs remained outstanding and subject to vesting.

During the three months ended June 30, 2024, CoreCivic expensed $5.0 million, net of forfeitures, relating to RSUs ($0.3 million of which was recorded in operating expenses and $4.7 million of which was recorded in general and administrative expenses). During the three months ended June 30, 2023, CoreCivic expensed $5.3 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $4.9 million of which was recorded in general and administrative expenses).

During the six months ended June 30, 2024, CoreCivic expensed $11.1 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $10.2 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2023, CoreCivic expensed $10.2 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $9.3 million of which was recorded in general and administrative expenses).

6.
EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards.

14


 

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

NUMERATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

DENOMINATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock-based awards

 

 

578

 

 

 

324

 

 

 

879

 

 

 

631

 

Weighted average shares and assumed conversions

 

 

111,532

 

 

 

113,952

 

 

 

112,509

 

 

 

114,471

 

BASIC EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.26

 

 

$

0.24

 

DILUTED EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.25

 

 

$

0.24

 

 

7.
COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to self-insurance risk.

Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's consolidated financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies.

CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs and expenses those items as incurred.

15


 

ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC's Voluntary Work Program ("VWP") violates state labor laws including state minimum wage laws. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees who participated in an ICE VWP at a CoreCivic facility. It also certified a state law class of former and current detainees who participated in a VWP wherever the Company held ICE detainees in California. The Company has exhausted appeals of the class certification order. On May 6, 2024, the district court stayed the filing of dispositive motions on state law claims under California law pending the outcome of a related case being prosecuted by another private prison company. That case is currently on appeal in the Ninth Circuit Court of Appeals. The claims resulting in certified classes are proceeding in all other respects in the United States District Court for the Southern District of California, where the discovery process has commenced. A second California lawsuit concerning OMDC has been stayed pending the outcome of class proceedings in the first California case described above.

Due to the stage of the ongoing proceedings, the Company cannot reasonably predict the outcomes, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to these matters at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits.

8.
INCOME TAXES

Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. CoreCivic recorded an income tax expense of $8.6 million and $4.2 million for the three months ended June 30, 2024 and 2023, respectively. CoreCivic recorded an income tax expense of $8.1 million and $12.3 million for the six months ended June 30, 2024 and 2023, respectively. The Company’s income tax expense for the six months ended June 30, 2024 varied from its statutory tax rate primarily due to a $2.6 million tax benefit for stock-based compensation vesting recognized in the first quarter of 2024. The Company’s income tax expense for the six months ended June 30, 2023 varied from its statutory tax rate primarily due to a $0.9 million charge for the revaluation of deferred tax liabilities due to an internal restructuring.

The Inflation Reduction Act of 2022 (the "Inflation Reduction Act") was signed into law on August 16, 2022. Among other provisions, the Inflation Reduction Act creates an excise tax of 1% on the fair value of net stock repurchases in excess of share issuances made by publicly traded U.S. corporations, effective for repurchases after December 31, 2022. The impact of this excise tax on the Company’s financial position, and/or liquidity, in future periods, will vary based on the level of net stock repurchases in excess of share issuances made by the Company in a given year. The Company has concluded that the excise tax associated with stock repurchases is properly recognized as a component of equity given that it is a direct cost associated with the repurchase of common stock. The excise tax recognized during the six months ended June 30, 2024 and 2023 was estimated to be $0.4 million and $0.1 million, respectively, associated with the repurchase of shares, net of the shares issued during the same period for restricted stock plans as permitted by the issuance offset rule under the Inflation Reduction Act.

16


 

Income Tax Contingencies

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

CoreCivic had no liabilities recorded for uncertain tax positions as of June 30, 2024 and December 31, 2023. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months.

9.
SEGMENT REPORTING

As of June 30, 2024, CoreCivic operated 43 correctional and detention facilities, 39 of which the Company owned. In addition, CoreCivic operated 23 residential reentry centers and owned 6 properties held for lease to government agencies. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties held for lease to government agencies. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses.

17


 

The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

455,373

 

 

$

421,743

 

 

$

913,119

 

 

$

839,393

 

Community

 

 

30,302

 

 

 

28,364

 

 

 

60,202

 

 

 

54,778

 

Properties

 

 

4,416

 

 

 

13,574

 

 

 

17,455

 

 

 

27,411

 

Total segment revenue

 

 

490,091

 

 

 

463,681

 

 

 

990,776

 

 

 

921,582

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

348,121

 

 

 

335,726

 

 

 

698,219

 

 

 

664,124

 

Community

 

 

24,134

 

 

 

22,905

 

 

 

48,278

 

 

 

45,620

 

Properties

 

 

3,462

 

 

 

3,324

 

 

 

7,297

 

 

 

6,685

 

Total segment operating expenses

 

 

375,717

 

 

 

361,955

 

 

 

753,794

 

 

 

716,429

 

Facility net operating income:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

107,252

 

 

 

86,017

 

 

 

214,900

 

 

 

175,269

 

Community

 

 

6,168

 

 

 

5,459

 

 

 

11,924

 

 

 

9,158

 

Properties

 

 

954

 

 

 

10,250

 

 

 

10,158

 

 

 

20,726

 

Total facility net operating income

 

 

114,374

 

 

 

101,726

 

 

 

236,982

 

 

 

205,153

 

Other revenue (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

18

 

 

 

1

 

 

 

19

 

 

 

102

 

Other operating expense

 

 

(18

)

 

 

(53

)

 

 

(44

)

 

 

(116

)

General and administrative

 

 

(33,910

)

 

 

(32,612

)

 

 

(70,375

)

 

 

(65,291

)

Depreciation and amortization

 

 

(32,145

)

 

 

(31,615

)

 

 

(63,875

)

 

 

(62,657

)

Interest expense, net

 

 

(17,110

)

 

 

(18,268

)

 

 

(35,723

)

 

 

(37,419

)

Expenses associated with debt repayments
    and refinancing transactions

 

 

(4,074

)

 

 

(226

)

 

 

(31,316

)

 

 

(226

)

Gain (loss) on sale of real estate assets, net

 

 

 

 

 

(25

)

 

 

568

 

 

 

(25

)

Other income

 

 

444

 

 

 

78

 

 

 

386

 

 

 

31

 

 Income before income taxes

 

$

27,579

 

 

$

19,006

 

 

$

36,622

 

 

$

39,552

 

The following table summarizes capital expenditures including accrued amounts for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

13,983

 

 

$

13,993

 

 

$

21,480

 

 

$

17,562

 

Community

 

 

795

 

 

 

226

 

 

 

2,702

 

 

 

640

 

Properties

 

 

422

 

 

 

495

 

 

 

727

 

 

 

543

 

Corporate and other

 

 

3,528

 

 

 

1,741

 

 

 

4,436

 

 

 

3,933

 

Total capital expenditures

 

$

18,728

 

 

$

16,455

 

 

$

29,345

 

 

$

22,678

 

The total assets are as follows (in thousands):

 

 

June 30, 2024

 

 

December 31, 2023

 

Assets:

 

 

 

 

 

 

     Safety

 

$

2,165,880

 

 

$

2,284,243

 

     Community

 

 

202,278

 

 

 

213,145

 

     Properties

 

 

389,105

 

 

 

402,889

 

     Corporate and other

 

 

145,948

 

 

 

205,122

 

Total Assets

 

$

2,903,211

 

 

$

3,105,399

 

 

 

18


 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q, or Quarterly Report. In this Quarterly Report we use the terms, the "Company," "CoreCivic," "we," "us," and "our" to refer to CoreCivic, Inc. and its subsidiaries unless context indicates otherwise.

This Quarterly Report contains statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of current or historical fact contained herein, including statements regarding our future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "projects," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with:

changes in government policy, legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, including as a consequence of the United States Department of Justice, or DOJ, not renewing contracts as a result of President Biden's Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities, or the Private Prison EO, impacting utilization primarily by the United States Federal Bureau of Prisons, or BOP, and the United States Marshals Service, or USMS, and the impact of any changes to immigration reform and sentencing laws (we do not, under longstanding policy, lobby for or against policies or legislation that would determine the basis for, or duration of, an individual's incarceration or detention);
our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances;
changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds;
general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy;
fluctuations in our operating results because of, among other things, changes in occupancy levels; competition; contract renegotiations or terminations; inflation and other increases in costs of operations, including a continuing rise in labor costs; fluctuations in interest rates and risks of operations;
government budget uncertainty, the impact of the debt ceiling and the potential for government shutdowns and changing budget priorities;
our ability to successfully identify and consummate future development and acquisition opportunities and realize projected returns resulting therefrom;
our ability to have met and maintained qualification for taxation as a real estate investment trust, or REIT, for the years we elected REIT status; and
the availability of debt and equity financing on terms that are favorable to us, or at all.

Any or all of our forward-looking statements in this Quarterly Report may turn out to be inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Our statements can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties and assumptions, including the risks, uncertainties, and assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2023 (including those risks and uncertainties described under Part I, Item 1A. Risk Factors) filed with the Securities and Exchange Commission, or the SEC, on February 20, 2024, or the 2023 Form 10-K, and in other reports, documents, and other information we file with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We undertake no obligation to publicly update or revise any forward-looking statements made in this Quarterly Report, except as may be required by law.

19


 

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements.

OVERVIEW

The Company

We are a diversified government solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, we provide a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. We have been a flexible and dependable partner for government for over 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good.

We are the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. As of June 30, 2024, through our CoreCivic Safety segment, we operated 43 correctional and detention facilities, 39 of which we owned, with a total design capacity of approximately 65,000 beds. Through our CoreCivic Community segment, we owned and operated 23 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through our CoreCivic Properties segment, we owned 6 properties, with a total design capacity of approximately 10,000 beds.

In addition to providing fundamental residential services, our correctional, detention, and residential reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. We also provide or make available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

We are a Maryland corporation formed in 1983. Our principal executive offices are located at 5501 Virginia Way, Brentwood, Tennessee, 37027, and our telephone number at that location is (615) 263-3000. Our website address is www.corecivic.com. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such reports include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and our definitive proxy statement. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, we routinely post on the “Investors” page of our website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors. Therefore, we encourage investors to monitor the “Investors” page of our website and review the information we post on that page. Information contained on our website is not incorporated by reference herein and is not part of this Quarterly Report.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at the following address: www.sec.gov.

On January 26, 2021, President Biden issued the Private Prison EO. The Private Prison EO directs the Attorney General to not renew DOJ contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the BOP and the USMS, utilize our services. The BOP houses inmates who have been convicted, and the USMS is generally responsible for detainees who are awaiting trial. The Private Prison EO only applies to agencies that are part of the DOJ, which includes the BOP and USMS. U.S. Immigration and Customs Enforcement, or ICE, facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security, or DHS, not the DOJ. For the six months ended June 30, 2024, USMS and ICE accounted for 20% ($201.2 million) and 31% ($304.9 million), respectively, of our total revenue. For the twelve months ended December 31, 2023, USMS and ICE accounted for 21% ($400.4 million) and 30% ($565.5 million), respectively, of our total revenue.

Unlike the BOP, the USMS does not own detention capacity and relies on the private sector, along with various government agencies, for its detainee population. We no longer operate any prison contracts for the BOP. We currently have two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023, and now expires in September 2028. The second direct contract expires in September 2025. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

20


 

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. As a result, in the first quarter of 2020, the federal government decided to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of COVID-19, a policy known as Title 42. This policy resulted in a reduction to the number of people ICE detained, including in our detention facilities. The financial impact was somewhat mitigated by fixed monthly payments from ICE at certain of our facilities, to ensure ICE has adequate bed capacity in the event of a surge in the future. Based on COVID-19 trends, the DHS allowed Title 42 to expire on May 11, 2023, which has resulted in an increase in the number of undocumented people permitted to enter the United States claiming asylum, and has resulted in an increase in the number of people apprehended and detained by ICE. During 2023, revenue from ICE was $565.5 million compared to $579.5 million during 2019, prior to the implementation of Title 42. During the three and six months ended June 30, 2024, revenue from ICE was $151.0 million and $304.9 million, respectively, compared to $136.7 million and $267.4 million during the three and six months ended June 30, 2023, respectively. However, our revenue from ICE will be negatively impacted immediately following the termination of an inter-governmental service agreement, or IGSA, for the 2,400-bed South Texas Family Residential Center, or STFRC, effective August 9, 2024.

We believe the long-term growth opportunities of our business remain attractive as government agencies consider their emergent needs, as well as the efficiency and offender programming opportunities we provide as flexible solutions to satisfy our partners' needs. We have been in discussions with ICE to utilize additional bed capacity in our portfolio, and have responded to their requests for proposals. We have also been in discussions with several state and county government agencies that have experienced challenges in staffing their public-sector facilities and are seeking solutions from the private sector. Further, several of our existing government partners, as well as prospective government partners, have been experiencing growth in offender populations and overcrowded conditions. Governments are continuing to assess their need for correctional space, and several are continuing to consider alternative correctional capacity for their aged or inefficient infrastructure, or are seeking cost savings by utilizing the private sector, which could result in increased future demand for the solutions we provide. For example, on September 25, 2023, we announced that we signed a new management contract with Hinds County, Mississippi to care for up to 250 adult male pre-trial detainees at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi. The initial contract term is for two years, which may be extended for an additional year upon mutual agreement. In addition, on November 16, 2023, we announced that we signed a new management contract with the state of Wyoming to care for up to 240 male inmates at the Tallahatchie facility. The term of the new contract runs through June 30, 2026. Also on November 16, 2023, we announced that we signed a new contract with Harris County, Texas, to care for up to 360 male inmates at the Tallahatchie facility. Upon mutual agreement, Harris County may access an additional 360 beds at the facility. The initial contract term began on December 1, 2023, and was recently renewed for an additional one-year term commencing December 1, 2024. The contract may be extended at Harris County's option for up to three additional one-year terms. In addition to the recent contracts with Hinds County, the state of Wyoming, and Harris County, we currently care for residents from the USMS, the state of Vermont, the U.S. Virgin Islands, and Tallahatchie County at the Tallahatchie facility, which demonstrates the flexible solutions that we provide. On November 14, 2023, we announced that we signed a new management contract with the state of Montana to care for up to 120 inmates at our 1,896-bed Saguaro Correctional Facility in Eloy, Arizona. The new contract is scheduled to expire on October 31, 2025, and may be extended by mutual agreement for a total term of up to seven years. We currently care for residents from the state of Hawaii and the state of Idaho at the Saguaro facility. We also manage the fully occupied company-owned Crossroads Correctional Center in Shelby, Montana for the state of Montana pursuant to a separate management contract.

21


 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The consolidated financial statements in this Quarterly Report are prepared in conformity with U.S. generally accepted accounting principles, or GAAP. As such, we are required to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available which, by their nature, are subject to an inherent degree of uncertainty. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from our estimates. A summary of our significant accounting policies is described in our 2023 Form 10-K. The significant accounting policies and estimates which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include those related to idle facilities and asset impairments, self-funded insurance reserves, and legal reserves. For a discussion of our critical accounting policies and estimates, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Notes to Consolidated Financial Statements" presented in our 2023 Form 10-K. There were no newly identified critical accounting policies during the first six months of 2024, nor were there any material changes to the critical accounting policies and estimates discussed in our 2023 Form 10-K.

RESULTS OF OPERATIONS

Our results of operations are impacted by the number of correctional and detention facilities we operated, including 39 we owned and four owned by our government partners (CoreCivic Safety), the number of residential reentry centers we owned and operated (CoreCivic Community), the number of facilities we leased to government agencies (CoreCivic Properties), and the facilities we owned that were not in operation. The following table sets forth the changes in the number of facilities in operation for the periods presented:

 

 

 

Effective

 

CoreCivic

 

 

 

 

 

 

Date

 

Safety

 

 

Community

 

 

Properties

 

 

Total

 

Facilities as of December 31, 2022

 

 

 

 

44

 

 

 

23

 

 

 

8

 

 

 

75

 

Sale of two leased community
   corrections facilities in Pennsylvania

 

May 2023

 

 

 

 

 

 

 

 

(2

)

 

 

(2

)

Lease of the Allen Gamble Correctional
    Center

 

October 2023

 

 

(1

)

 

 

 

 

 

1

 

 

 

 

Sale of a leased property in Georgia

 

December 2023

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

Facilities as of December 31, 2023 and June 30, 2024

 

 

 

 

43

 

 

 

23

 

 

 

6

 

 

 

72

 

 

Three and Six Months Ended June 30, 2024 Compared to the Three and Six Months Ended June 30, 2023

Net income was $19.0 million, or $0.17 per diluted share, for the three months ended June 30, 2024, compared with net income of $14.8 million, or $0.13 per diluted share, for the three months ended June 30, 2023. Net income was $28.5 million, or $0.25 per diluted share, for the six months ended June 30, 2024, compared with net income of $27.2 million, or $0.24 per diluted share, for the six months ended June 30, 2023. Financial results for the three and six months ended June 30, 2024 reflect $4.1 million and $31.3 million, respectively, of expenses associated with debt repayments and refinancing transactions. Financial results for the six months ended June 30, 2024 also reflect a $0.6 million gain on the sale of real estate assets. For the three and six months ended June 30, 2024, income tax expense reflects a net benefit of $1.3 million and $9.6 million, respectively, associated with these special items. Financial results for the three months ended June 30, 2023 reflect $0.2 million of expenses associated with debt repayments and refinancing transactions. This special item was offset by an income tax benefit of $1.5 million during the three months ended June 30, 2023 associated with this special item and a change in our corporate tax structure in 2023. For the six months ended June 30, 2023, income tax expense reflects a net charge of $0.9 million for the change in corporate tax structure and the aforementioned special item.

22


 

Our Current Operations

Our ongoing operations are organized into three principal business segments:

CoreCivic Safety segment, consisting of the 43 correctional and detention facilities that are owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by third parties but managed by CoreCivic. CoreCivic Safety also includes the operating results of our subsidiary that provides transportation services to governmental agencies, TransCor America, LLC, or TransCor.
CoreCivic Community segment, consisting of the 23 residential reentry centers that are owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of our electronic monitoring and case management services.
CoreCivic Properties segment, consisting of the 6 correctional real estate properties owned by CoreCivic.

 

For the three and six months ended June 30, 2024 and 2023, our total segment net operating income, which we define as facility revenue (including interest income associated with finance leases) less operating expenses, was divided among our three business segments as follows:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

92.1

%

 

 

82.8

%

 

 

89.1

%

 

 

83.7

%

Community

 

 

5.3

%

 

 

5.3

%

 

 

5.0

%

 

 

4.4

%

Properties

 

 

2.6

%

 

 

11.9

%

 

 

5.9

%

 

 

11.9

%

 

Facility Operations

A key performance indicator we use to measure the revenue and expenses associated with the operation of the correctional, detention, and residential reentry facilities we own or manage is expressed in terms of a compensated man-day, which represents the revenue we generate and expenses we incur for one offender for one calendar day. Revenue and expenses per compensated man-day are computed by dividing facility revenue and expenses by the total number of compensated man-days during the period. A compensated man-day represents a calendar day for which we are paid for the occupancy of an offender. We believe the measurement is useful because we are compensated for operating and managing facilities at an offender per diem rate based upon actual or minimum guaranteed occupancy levels. We also measure our costs on a per compensated man-day basis, which are largely dependent upon the number of offenders we accommodate. Further, per compensated man-day measurements are also used to estimate our potential profitability based on certain occupancy levels relative to design capacity. Revenue and expenses per compensated man-day for all of the correctional, detention, and residential reentry facilities placed into service that we owned or managed, exclusive of those held for lease, and for TransCor were as follows for the three and six months ended June 30, 2024 and 2023:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue per compensated man-day

 

$

101.67

 

 

$

96.99

 

 

$

101.25

 

 

$

96.93

 

Operating expenses per compensated man-day:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed expense

 

 

56.89

 

 

 

54.79

 

 

 

56.81

 

 

 

55.00

 

Variable expense

 

 

20.64

 

 

 

22.18

 

 

 

20.42

 

 

 

21.66

 

Total

 

 

77.53

 

 

 

76.97

 

 

 

77.23

 

 

 

76.66

 

Operating income per compensated man-day

 

$

24.14

 

 

$

20.02

 

 

$

24.02

 

 

$

20.27

 

Operating margin

 

 

23.7

%

 

 

20.6

%

 

 

23.7

%

 

 

20.9

%

Average compensated occupancy

 

 

74.3

%

 

 

70.3

%

 

 

74.7

%

 

 

70.2

%

Average available beds

 

 

69,398

 

 

 

71,068

 

 

 

69,398

 

 

 

71,068

 

Average compensated population

 

 

51,541

 

 

 

49,926

 

 

 

51,859

 

 

 

49,885

 

 

23


 

Revenue

Total revenue consists of management revenue we generate through CoreCivic Safety and CoreCivic Community in the operation of correctional, detention, and residential reentry facilities, as well as the revenue we generate from TransCor and our electronic monitoring and case management services. Total revenue also consists of lease revenue we generate through CoreCivic Properties from facilities we lease to third-party operators. The following table reflects the components of revenue for the three and six months ended June 30, 2024 and 2023 (in millions):

 

 

 

For the Three Months Ended
June 30,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Management revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

258.8

 

 

$

242.7

 

 

$

16.1

 

 

 

6.6

%

State

 

 

189.7

 

 

 

180.2

 

 

 

9.5

 

 

 

5.3

%

Local

 

 

12.5

 

 

 

8.4

 

 

 

4.1

 

 

 

48.8

%

Other

 

 

24.7

 

 

 

18.8

 

 

 

5.9

 

 

 

31.4

%

Total management revenue

 

 

485.7

 

 

 

450.1

 

 

 

35.6

 

 

 

7.9

%

Lease revenue

 

 

4.4

 

 

 

13.6

 

 

 

(9.2

)

 

 

(67.6

%)

Other revenue

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

490.1

 

 

$

463.7

 

 

$

26.4

 

 

 

5.7

%

 

 

 

 

For the Six Months Ended
June 30,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Management revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

521.2

 

 

$

479.9

 

 

$

41.3

 

 

 

8.6

%

State

 

 

378.5

 

 

 

359.3

 

 

 

19.2

 

 

 

5.3

%

Local

 

 

24.9

 

 

 

17.0

 

 

 

7.9

 

 

 

46.5

%

Other

 

 

48.7

 

 

 

38.0

 

 

 

10.7

 

 

 

28.2

%

Total management revenue

 

 

973.3

 

 

 

894.2

 

 

 

79.1

 

 

 

8.8

%

Lease revenue

 

 

17.4

 

 

 

27.4

 

 

 

(10.0

)

 

 

(36.5

%)

Other revenue

 

 

0.1

 

 

 

0.1

 

 

 

 

 

 

 

Total revenue

 

$

990.8

 

 

$

921.7

 

 

$

69.1

 

 

 

7.5

%

 

Total management revenue increased $35.6 million, or 7.9%, and $79.1 million, or 8.8%, for the three and six months ended June 30, 2024, respectively, as compared with the same periods in 2023. The increase in total management revenue in both the three- and six-month periods was primarily a result of an increase in revenue of $15.0 million and $41.4 million, respectively, driven primarily by an increase in average daily compensated population from 2023 to 2024, including, in the six-month period, the revenue generated by one additional day of operations due to a leap year in 2024. The increase in management revenue during both the three- and six-month periods was also a result of an increase in revenue of approximately $21.3 million and $39.0 million, respectively, driven primarily by an increase of 4.8% and 4.5%, respectively, in average revenue per compensated man-day. The increase in average revenue per compensated man-day primarily resulted from the effect of per diem increases at many of our facilities. Notwithstanding the termination of an IGSA with respect to the STFRC, effective as of August 9, 2024, which generates operating margins higher than the portfolio average, we believe the positive impact of the increase in average revenue per compensated man-day at our other facilities will provide further benefit to our operating margins as residential populations continue to recover from the impact of COVID-19 and will help offset the wage and employee benefit increases we have been incurring, as further discussed hereinafter. Revenue generated from our electronic monitoring and case management services during the three months ended June 30, 2024 decreased $0.7 million (from $9.5 million during the three months ended June 30, 2023 to $8.8 million during the three months ended June 30, 2024). Revenue generated from our electronic monitoring and case management services during the six months ended June 30, 2024 decreased $1.3 million (from $19.0 million during the six months ended June 30, 2023 to $17.7 million during the six months ended June 30, 2024).

Average daily compensated population increased 1,615, or 3.2%, to 51,541 during the three months ended June 30, 2024 compared to 49,926 during the three months ended June 30, 2023. Average daily compensated population increased 1,974, or 4.0%, to 51,859 during the six months ended June 30, 2024 compared to 49,885 during the six months ended June 30, 2023. The increase in average daily compensated population in both periods was primarily a result of an increase in occupancy at facilities where ICE is our federal partner, as further discussed hereinafter. The increase in average daily compensated population was also a result of the three new local and state contracts we entered into in late 2023 at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi and the new management contract with the state of Montana at our 1,896-bed Saguaro Correctional Facility in Eloy, Arizona. These increases were partially offset by a reduction in compensated populations at our Allen Gamble Correctional Center, which transitioned to a lease in our

24


 

Properties segment effective October 1, 2023. Average compensated populations at this facility were 1,404 and 1,356 for the three and six months ended June 30, 2023, respectively.

The solutions we provide to our federal customers, including primarily ICE and the USMS, continue to be a significant component of our business. The federal customers in our Safety and Community segments generated approximately 53% and 52% of our total revenue for the three months ended June 30, 2024 and 2023, respectively, increasing $16.1 million, or 6.6%, during the three months ended June 30, 2024 as compared with the same period in 2023. The federal customers in our Safety and Community segments generated approximately 53% and 52% of our total revenue for the six months ended June 30, 2024 and 2023, respectively, increasing $41.3 million, or 8.6%, during the six months ended June 30, 2024 as compared with the same period in 2023. The increase in federal revenue in both periods was primarily a result of increased occupancy and per diem increases at certain facilities and, in the six-month period, as a result of one additional day of operations due to a leap year in 2024.

As previously described herein, Title 42, which was implemented in the first quarter of 2020, resulted in a reduction to the number of people ICE detained, including in our detention facilities. The financial impact of Title 42 was somewhat mitigated by fixed monthly payments from ICE at certain of our facilities, to ensure ICE has adequate bed capacity in the event of a surge in the future. The expiration of Title 42 on May 11, 2023 has resulted in an increase in the number of undocumented people permitted to enter the United States claiming asylum, and has also resulted in an increase in the number of people apprehended and detained by ICE. During the three and six months ended June 30, 2024, revenue from ICE was $151.0 million and $304.9 million, respectively, compared to $136.7 million and $267.4 million, respectively, during the three and six months ended June 30, 2023. Given the termination of an IGSA with ICE with respect to the STFRC, total management revenues are expected to be negatively impacted immediately following the August 9, 2024 termination date.

State revenues from contracts at correctional, detention, and residential reentry facilities that we operate increased $9.5 million, or 5.3%, from the second quarter of 2023 to the second quarter of 2024. State revenues increased $19.2 million, or 5.3%, from the six months ended June 30, 2023 to the comparable period in 2024. State revenues in both periods increased as a result of per diem increases under a number of our state contracts, as certain states have recognized the need to provide additional funding to address increases in the wages of our employees. State revenues also increased due to higher utilization from the states of Montana and Wyoming due to new management contracts executed during 2023, as previously described herein, as well as higher utilization from other states under existing management contracts. State revenues generated during the six months ended June 30, 2024 also benefited from one additional day of operations due to 2024 being a leap year. The increase in state revenues in both the three- and six-month periods was partially offset by a decrease in state revenues at our Allen Gamble Correctional Center that resulted from a new lease agreement effective October 1, 2023, as further described hereinafter, and is now reported in our Properties segment.

Local revenues from contracts at correctional, detention, and residential reentry facilities that we operate increased $4.1 million, or 48.8%, from the second quarter of 2023 to the second quarter of 2024. Local revenues increased $7.9 million, or 46.5%, from the six months ended June 30, 2023 to the six months ended June 30, 2024. The new contracts with Harris County, Texas and Hinds County, Mississippi at our Tallahatchie County Correctional Facility, as previously described herein, contributed to the increase in local revenues in both the three- and six-month periods. Local revenues in the six-month period also benefited from the one additional day of operations due to a leap year in 2024.

The $9.2 million, or 67.6%, decrease in lease revenue from the second quarter of 2023 to the second quarter of 2024, and the $10.0 million, or 36.5%, decrease in lease revenue from the six months ended June 30, 2023 to the comparable period in 2024 primarily resulted from the termination of the lease at our North Fork Correctional Facility effective June 30, 2023, the termination of the lease agreement at our California City Correctional Center effective March 31, 2024, and the sale of the Augusta Transitional Center in December 2023, partially offset by the lease revenue at our Allen Gamble Correctional Center from a new lease agreement that became effective October 1, 2023, all as further described hereinafter.

 

Operating Expenses

Operating expenses totaled $375.7 million and $362.0 million for the three months ended June 30, 2024 and 2023, respectively, while operating expenses for the six months ended June 30, 2024 and 2023 totaled $753.8 million and $716.5 million, respectively. Operating expenses consist of those expenses incurred in the operation and management of correctional, detention, and residential reentry facilities, as well as those expenses incurred in the operations of TransCor and our electronic monitoring and case management services. Operating expenses also consist of those expenses incurred in the operation of facilities we lease to third-party operators.

Operating expenses incurred by CoreCivic Safety and CoreCivic Community in connection with the operation and management of our correctional, detention, and residential reentry facilities, as well as those incurred in the operations of TransCor and our electronic monitoring and case management services, increased $13.6 million, or 3.8%, during the second quarter of 2024 when compared with the same period in 2023. Expenses incurred by these segments increased $36.8 million, or 5.2%, during the six months ended June 30,

25


 

2024, when compared to the same period in 2023. Operating expenses in both the three- and six-month periods increased primarily as a result of wage increases resulting from labor shortages and wage pressures, as further described hereinafter. We achieved higher staffing levels during the first six months of 2024 when compared to the same period in 2023, and correspondingly, we were able to reduce our use of temporary incentives by $2.7 million and $4.6 million during the three- and six-month periods, respectively, as we continued to see improvement in our attraction and retention of facility staff in this challenging labor market. Additionally, operating expenses in both periods increased as a result of the new contracts at our Tallahatchie and Saguaro facilities and, in the six-month period, as a result of the additional day of operations due to 2024 being a leap year. The increase in operating expenses incurred by CoreCivic Safety and Community in both the three- and six-month periods was partially offset by the new lease of our Allen Gamble Correctional Center effective October 1, 2023, which is now reported in our Properties segment.

Total expenses per compensated man-day increased to $77.53 during the three months ended June 30, 2024 from $76.97 during the three months ended June 30, 2023, and increased to $77.23 during the six months ended June 30, 2024 from $76.66 during the same period in the prior year, increases of 0.7% during each period. We continue to experience labor shortages and wage pressures in several markets across the country, and have provided customary inflationary wage increases to remain competitive. Although the hiring environment has been progressively improving, recruiting has been particularly challenging since the start of the pandemic due to the front-line nature of the services we provide and the shortage of nursing staff across the country intensified as a result of the COVID-19 pandemic and the challenging labor market. Further, we have incurred incremental expenses to help ensure sufficient staffing levels under unique and challenging working conditions. While we were able to reduce the use of these temporary incentives by $2.7 million and $4.6 million during the three and six months ended June 30, 2024, respectively, when compared to the same periods in 2023 due to the improving hiring environment, we expect to continue to incur a certain level of incremental expenses in future quarters. Incremental expenses include, but may not be limited to, incentive payments to our front-line and field staff, temporary employee housing expenses and other travel related reimbursements, additional paid time off, off-cycle wage increases in certain markets to remain competitive, and registry nursing expenses. These incremental investments have enabled us to increase overall staffing levels, which has contributed to the increase in total expenses per compensated man-day.

We continually monitor compensation levels very closely along with overall economic conditions and will adjust wage levels necessary to help ensure the long-term success of our business. Further, we continually evaluate the structure of our employee benefits package and training programs to ensure we are better able to attract and retain our employees. Salaries and benefits represent the most significant component of our operating expenses, representing approximately 61% and 60% of our total operating expenses during the six months ended June 30, 2024 and 2023, respectively. As previously mentioned, recruiting and retaining staff has been particularly challenging for us and for the corrections and detention industry as a whole. An inability to attract and retain sufficient personnel could prevent us from caring for additional residential populations for government agencies in need of additional capacity due to an increase in inmate populations or an inability to adequately staff their facilities. An inability to attract and retain sufficient personnel in our existing facilities could also cause our government partners to assess liquidated damages, reduce our residential populations, or in certain circumstances, cancel our contracts. We have also been subjected to staff vacancy deductions as a result of the labor shortages, which are reflected as reductions to other management revenue. Estimating vacancy deduction amounts can be complex and subject to management judgment and estimations. Some of our government partners have granted waivers for vacancy deductions in recognition of the unique and challenging labor market, while others have discretionarily adjusted such deductions based on our extraordinary costs, efforts and incentive programs implemented to attract and retain staff.

Variable expenses per compensated man-day decreased to $20.64 during the three months ended June 30, 2024, from $22.18 during the same period in the prior year, or 6.9%, and decreased to $20.42 during the six months ended June 30, 2024 from $21.66 during the same period in the prior year, or 5.7%. The decrease in variable expenses per compensated man-day during the three and six months ended June 30, 2024 was primarily a result of a decrease in registry nursing expense of $2.4 million, or $0.54 per compensated man-day, and $4.9 million, or $0.57 per compensated man-day, respectively, when compared to the same periods in 2023. The decrease in variable expenses in both periods was also a result of decreases in recruiting and travel expenses. During the first six months of 2023, recruiting expenses and travel expenses were higher as we supported our staff who were temporarily deployed across the Company to help address the labor shortages we experienced in certain regions, most notably at our La Palma facility in Arizona. While the shortage of nursing staff across the country continues to be challenging, we have seen, and continue to see, improvement in our recruiting and retention of facility staff, including nursing staff, as we have made investments in higher wages and increased our use of part-time positions, which helped us achieve higher staffing levels. The hiring environment for these positions has also improved. The decreases in registry nursing expenses and recruiting and travel expenses in both the three- and six-month periods was partially offset by the effect of an elevated inflation rate applicable to all of our variable expenses.

Operating expenses incurred by CoreCivic Properties in connection with facilities we lease to third-party operators increased $0.1 million, or 4.2%, and $0.6 million, or 9.2%, during the three and six months ended June 30, 2024, respectively, when compared with the same periods in 2023. The increase in both periods was primarily a result of an increase in operating expenses at our Allen Gamble Correctional Center resulting from a new lease agreement with the ODC effective October 1, 2023, partially offset by a decrease in operating expense resulting from the expiration of the lease agreement with the California Department of Corrections and Rehabilitation,

26


 

or CDCR, at our California City Correctional Center effective March 31, 2024, and the expiration of the lease agreement with the Oklahoma Department of Corrections, or ODC, at our North Fork Correctional Facility effective June 30, 2023, each as further described hereinafter.

Facility Management Contracts

We enter into facility management contracts to provide bed capacity and management services to governmental entities in our CoreCivic Safety and CoreCivic Community segments for terms typically ranging from three to five years, with additional renewal periods at the option of the contracting governmental agency. Accordingly, a substantial portion of our facility management contracts are scheduled to expire each year, notwithstanding contractual renewal options that a government agency may exercise. Although we generally expect these customers to exercise renewal options or negotiate new contracts with us, one or more of these contracts may not be renewed by the corresponding governmental agency. Further, our government partners can generally terminate our management contracts for non-appropriation of funds or for convenience.

Additionally, on January 26, 2021, President Biden issued the Private Prison EO. The Private Prison EO directs the Attorney General to not renew DOJ contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the BOP and the USMS, utilize our services. The BOP houses inmates who have been convicted, and the USMS is generally responsible for detainees who are awaiting trial. The BOP has experienced a steady decline in inmate populations over the last decade, a trend that was accelerated by the COVID-19 pandemic. The Private Prison EO only applies to agencies that are part of the DOJ, which includes the BOP and USMS. ICE facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security, or DHS, not the DOJ. For the six months ended June 30, 2024, USMS and ICE accounted for 20% ($201.2 million) and 31% ($304.9 million), respectively, of our total revenue. For the twelve months ended December 31, 2023, USMS and ICE accounted for 21% ($400.4 million) and 30% ($565.5 million), respectively, of our total revenue.

Unlike the BOP, the USMS does not own detention capacity and relies on the private sector, along with various government agencies, for its detainee population. We no longer operate any prison contracts for the BOP. We currently have two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023, and now expires in September 2028. The second direct contract expires in September 2025. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

On June 10, 2024, we received notice from ICE of its intent to terminate an IGSA for services at the 2,400-bed STFRC effective August 9, 2024. The IGSA originated in 2014, was extended in 2016, and was extended again in 2020 from September 2021 through September 2026. ICE’s termination rights, which permit ICE to terminate the agreement for convenience or non-appropriation of funds, without penalty, by providing us with at least a 60-day notice, were unchanged under the extended IGSA. We lease the STFRC and the site upon which it was constructed from a third-party lessor. Our lease agreement with the third-party lessor is over a base period concurrent with the extended IGSA, which was amended in September 2020 to extend the term of the lease agreement through September 2026. The lease agreement provides us with the ability to terminate the lease with a notification period of at least 60 days if ICE terminates the extended IGSA. Upon being notified by ICE of its intent to terminate the IGSA at the STFRC, we provided notice to the third-party lessor of our intent to terminate the lease agreement effective August 9, 2024. Total revenue generated at the STFRC was $78.6 million and $156.6 million during the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively.

Based on information available as of the date of this Quarterly Report, other than the previously mentioned facility management contract with ICE at the STFRC, we believe we will renew all other contracts with our government partners that have expired or are scheduled to expire within the next twelve months that could have a material adverse impact on our financial statements. We believe our renewal rate on existing contracts remains high due to a variety of reasons including, but not limited to, the constrained supply of available beds within the U.S. correctional system, our ownership of the majority of the beds we operate, and the cost effectiveness of the services we provide. However, we can provide no assurance that we will continue to achieve high renewal rates in the future.

CoreCivic Safety

CoreCivic Safety includes the operating results of the correctional and detention facilities that we operated during each period. Total revenue generated by CoreCivic Safety increased $33.6 million, or 8.0%, from $421.7 million during the three months ended June 30, 2023 to $455.4 million during the three months ended June 30, 2024, and increased $73.7 million, or 8.8%, from $839.4 million during the six months ended June 30, 2023 to $913.1 million during the six months ended June 30, 2024. CoreCivic Safety's facility net operating income increased $21.2 million, or 24.7%, from $86.0 million during the three months ended June 30, 2023 to $107.3 million during the three months ended June 30, 2024, and increased $39.6 million or 22.6% from $175.3 million during the six months ended June 30, 2023 to $214.9 million during the six months ended June 30, 2024. During the three and six months ended June 30, 2024,

27


 

CoreCivic Safety generated 92.1% and 89.1%, respectively, of our total segment net operating income, compared with 82.8% and 83.7%, respectively, during the three and six months ended June 30, 2023.

The following table displays the revenue and expenses per compensated man-day for CoreCivic Safety's correctional and detention facilities placed into service that we own and manage and for the facilities we manage but do not own, inclusive of the transportation services provided by TransCor:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

CoreCivic Safety Facilities:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue per compensated man-day

 

$

102.89

 

 

$

98.62

 

 

$

102.53

 

 

$

98.61

 

Operating expenses per compensated man-day:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed expense

 

 

57.59

 

 

 

55.69

 

 

 

57.47

 

 

 

55.81

 

Variable expense

 

 

21.07

 

 

 

22.82

 

 

 

20.93

 

 

 

22.21

 

Total

 

 

78.66

 

 

 

78.51

 

 

 

78.40

 

 

 

78.02

 

Operating income per compensated man-day

 

$

24.23

 

 

$

20.11

 

 

$

24.13

 

 

$

20.59

 

Operating margin

 

 

23.5

%

 

 

20.4

%

 

 

23.5

%

 

 

20.9

%

Average compensated occupancy

 

 

75.1

%

 

 

70.8

%

 

 

75.6

%

 

 

70.8

%

Average available beds

 

 

64,729

 

 

 

66,399

 

 

 

64,729

 

 

 

66,399

 

Average compensated population

 

 

48,635

 

 

 

46,993

 

 

 

48,932

 

 

 

47,031

 

 

Operating margins in the CoreCivic Safety segment have been positively impacted by a 4.3% and 4.0% increase in average revenue per compensated man-day during the three and six months ended June 30, 2024, respectively, when compared to the same periods in 2023. The increase in average revenue per compensated man-day in both periods resulted from the effect of per diem increases at many of our facilities, as we have received per diem increases resulting from additional government appropriations funding to address increases in the wages of our employees. The positive impact on operating margins resulting from the increase in average revenue per compensated man-day was partially offset by increased operating expenses per man-day, which was driven primarily by incremental staffing levels, higher wage rates and other related expenses. As previously described herein, we have experienced labor shortages and wage pressures in many markets across the country, and have provided inflationary wage increases above historical averages to remain competitive. Further, we have incurred incremental expenses to help ensure sufficient staffing levels under unique and challenging working conditions, including but not limited to, shift incentive bonuses, recruiting and retention bonuses, temporary employee housing expenses and travel reimbursements, off-cycle wage increases, as well as relocation incentives. While we were able to reduce the use of these temporary incentives during the three and six months ended June 30, 2024 when compared to the same periods in 2023, we expect to continue to incur a certain level of additional incremental expenses in future quarters as we expect to continue to invest in staffing resources. We believe the significant investments we have made in our workforce have positioned us to meet the emerging needs of our government partners, as certain government agencies are experiencing an increase in the need for correctional and detention capacity in a post-pandemic environment, including as a result of the expiration of Title 42.

As previously disclosed herein, on June 10, 2024, we received notice from ICE of its intent to terminate the IGSA for services at the STFRC, effective August 9, 2024. As a result, we provided notice to the third-party lessor of the facility of our intent to terminate the lease effective as of the same date, with no financial penalties as permitted by the lease agreement. Total revenue generated at the STFRC was $78.6 million and $156.6 million during the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively. Facility net operating income at this facility was $33.1 million and $65.6 million during the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively. The operating margin at this facility exceeds the average operating margin of our portfolio due to the size and scalability of expenses, and due to the unique design and specialized services provided at the facility. Accordingly, the termination of the contract at this facility will have an immediate negative impact on operating margins following the termination date. Excluding the STFRC, operating margins in the CoreCivic Safety segment were 21.7% and 18.1% during the three months ended June 30, 2024 and 2023, respectively, and 21.8% and 18.7% for the six months ended June 30, 2024 and 2023, respectively.

On June 14, 2023, we announced that we entered into a lease agreement with the ODC for our 1,670-bed Allen Gamble Correctional Center which, until October 1, 2023, we reported in our CoreCivic Safety segment and operated under a management contract with the ODC. The management contract was scheduled to expire on June 30, 2023. However, effective July 1, 2023, we entered into a 90-day contract extension for the management contract, after which time, operations of the Allen Gamble facility transferred from us to the ODC in accordance with the new lease agreement. Management revenue generated from the ODC at the Allen Gamble facility was $23.0 million for 2023 during the period it was reported in the Safety segment, including management revenue of $7.5 million and $14.4

28


 

million during the three and six months ended June 30, 2023, respectively. The Allen Gamble facility incurred a net operating loss of $1.2 million during the period it was reported in the Safety segment during 2023, including a net operating loss of $0.9 million and $1.5 million during the three and six months ended June 30, 2023, respectively. Upon commencement of the new lease agreement, the Allen Gamble facility has been reported in our CoreCivic Properties segment.

On September 25, 2023, we announced that we signed a new management contract with Hinds County, Mississippi to care for up to 250 adult male pre-trial detainees at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi. The initial contract term is for two years, which may be extended for an additional year upon mutual agreement. We began receiving inmates from Hinds County during October 2023. In addition, on November 16, 2023, we announced that we signed a new management contract with the state of Wyoming to care for up to 240 male inmates at the Tallahatchie facility. The term of the new contract runs through June 30, 2026. We began receiving inmates from Wyoming in November 2023. Also on November 16, 2023, we announced that we signed a new contract with Harris County, Texas, to care for up to 360 male inmates at the Tallahatchie facility. Upon mutual agreement, Harris County may access an additional 360 beds at the facility. The initial contract term began on December 1, 2023, and was recently renewed for an additional one-year term commencing December 1, 2024. The contract may be extended at Harris County's option for up to three additional one-year terms. We began receiving inmates from Harris County in December 2023. As a result of the new contracts, the occupancy percentage at the Tallahatchie facility increased to 53% for the second quarter of 2024 from 27% in the second quarter of 2023.

On November 14, 2023, we announced that we signed a new management contract with the state of Montana to care for up to 120 inmates at our 1,896-bed Saguaro Correctional Facility in Eloy, Arizona. The new contract is scheduled to expire on October 31, 2025, and may be extended by mutual agreement for a total term of up to seven years. We began receiving inmates from the state of Montana in November 2023. We also care for residents from the state of Hawaii and the state of Idaho at the Saguaro facility. The new contract represents an expansion of our relationship with the state of Montana where we also manage the fully occupied company-owned Crossroads Correctional Center in Shelby, Montana for the state of Montana pursuant to a separate management contract.

CoreCivic Community

CoreCivic Community includes the operating results of the residential reentry centers that we operated during each period, along with the operating results of our electronic monitoring and case management services. Total revenue generated by CoreCivic Community increased $1.9 million, or 6.8%, from $28.4 million during the three months ended June 30, 2023 to $30.3 million during the three months ended June 30, 2024, and increased $5.4 million, or 9.9%, from $54.8 million during the six months ended June 30, 2023 to $60.2 million during the six months ended June 30, 2024. CoreCivic Community's facility net operating income increased $0.7 million, or 13.0%, from $5.5 million during the three months ended June 30, 2023 to $6.2 million during the three months ended June 30, 2024, and increased $2.8 million, or 30.2%, from $9.2 million during the six months ended June 30, 2023 to $11.9 million during the six months ended June 30, 2024. During the three and six months ended June 30, 2024, CoreCivic Community generated 5.3% and 5.0%, respectively, of our total segment net operating income, compared with 5.3% and 4.4%, respectively, during the three and six months ended June 30, 2023.

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The following table displays the revenue and expenses per compensated man-day for CoreCivic Community's residential reentry facilities placed into service that we own and manage, but exclusive of the electronic monitoring and case management services given that revenue is not generated on a per compensated man-day basis for these services:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

CoreCivic Community Facilities:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue per compensated man-day

 

$

81.17

 

 

$

70.77

 

 

$

79.85

 

 

$

69.28

 

Operating expenses per compensated man-day:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed expense

 

 

45.06

 

 

 

40.40

 

 

 

45.68

 

 

 

41.72

 

Variable expense

 

 

13.44

 

 

 

12.05

 

 

 

11.94

 

 

 

12.69

 

Total

 

 

58.50

 

 

 

52.45

 

 

 

57.62

 

 

 

54.41

 

Operating income per compensated man-day

 

$

22.67

 

 

$

18.32

 

 

$

22.23

 

 

$

14.87

 

Operating margin

 

 

27.9

%

 

 

25.9

%

 

 

27.8

%

 

 

21.5

%

Average compensated occupancy

 

 

62.3

%

 

 

62.8

%

 

 

62.7

%

 

 

61.1

%

Average available beds

 

 

4,669

 

 

 

4,669

 

 

 

4,669

 

 

 

4,669

 

Average compensated population

 

 

2,906

 

 

 

2,933

 

 

 

2,927

 

 

 

2,854

 

 

Similar to our CoreCivic Safety segment, operating margins in our CoreCivic Community segment were positively impacted during the three and six months ended June 30, 2024 by an increase in average revenue per compensated man-day, which increased from the same periods in 2023 primarily as a result of per diem increases at several of our facilities. The effect of the increased average revenue per compensated man-day in both periods was partially offset by increased operating expenses per man-day, which were driven primarily by higher wage rates. Also, like our CoreCivic Safety segment, occupancy in our CoreCivic Community facilities has not yet returned to pre-pandemic occupancy levels due to a variety of factors being evaluated by our government partners, including appropriated funding for non-secure residential contracts. Because facilities in our Community segment are typically smaller in size than those in our Safety segment, occupancy fluctuations have a larger impact on operating margin per compensated man-day. Accordingly, modest changes in occupancy can have a notable impact in our Community segment.

In January 2024, we completed the sale of our 120-bed Dahlia Facility, a residential reentry center in Denver, Colorado. The Dahlia facility was reported as an asset held for sale as of December 31, 2023. We received gross sales proceeds of $8.0 million on the sale of the Dahlia facility compared to the carrying value of $7.5 million, resulting in a $0.5 million net gain on the sale after transaction related expenses, which was recognized in the first quarter of 2024. We continued to operate the Dahlia facility through the expiration of the management contract in June 2024. During the three months ended June 30, 2024 and 2023, the Dahlia facility generated facility net operating income of $38,000 and $0.1 million, respectively. During the six months ended June 30, 2024 and 2023, this facility generated facility net operating income of $0.2 million and $0.3 million, respectively.

CoreCivic Properties

CoreCivic Properties includes the operating results of the properties we leased to government agencies during each period. Total revenue generated by CoreCivic Properties decreased $9.2 million, from $13.6 million during the three months ended June 30, 2023 to $4.4 million during the three months ended June 30, 2024, and decreased $10.0 million, from $27.4 million during the six months ended June 30, 2023 to $17.5 million during the six months ended June 30, 2024. CoreCivic Properties' facility net operating income decreased $9.3 million, from $10.3 million during the three months ended June 30, 2023 to $1.0 million during the three months ended June 30, 2024, and decreased $10.6 million, from $20.7 million during the six months ended June 30, 2023 to $10.2 million during the six months ended June 30, 2024. The decreases in total revenue and net operating income were primarily the result of the termination of the lease at our California City Correctional Center effective March 31, 2024, the termination of the lease at our North Fork Correctional Facility effective June 30, 2023, and the sale of two actively leased properties in the second quarter of 2023, all as further described hereinafter. Net operating income generated by CoreCivic Properties was negatively impacted by the ongoing operating expenses incurred at the currently idle North Fork and California City facilities. The decreases in total revenue and net operating income were net of increases due to the new lease agreement at our Allen Gamble Correctional Center effective October 1, 2023. During the three and six months ended June 30, 2024, CoreCivic Properties generated 2.6% and 5.9% of our total segment net operating income, respectively, compared with 11.9% during the three and six months ended June 30, 2023.

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The Roth Hall Residential Reentry Center and the Walker Hall Residential Reentry Center, both located in Philadelphia, Pennsylvania, were sold on May 2, 2023, generating net sales proceeds of $5.8 million, resulting in a loss on sale of $25,000, which was reported in the second quarter of 2023. During our period of ownership in 2023, these two properties generated facility net operating income of $0.3 million, including $0.1 million in the second quarter of 2023.

On April 25, 2023, we announced that we received notice from the ODC of its intent to terminate the lease agreement for our 2,400-bed North Fork Correctional Facility upon the lease expiration on June 30, 2023. Rental revenue generated from the ODC while the lease was active at the North Fork facility was $6.1 million for 2023, including $3.1 million during the three months ended June 30, 2023. Facility net operating income at this facility was $4.7 million for the period the lease was active in 2023, including $2.3 million during the three months ended June 30, 2023. Upon expiration of the lease, the North Fork facility was idled in the third quarter of 2023. We are marketing the facility to potential customers.

As previously described herein, beginning in the fourth quarter of 2023, a new lease agreement with the ODC for the Allen Gamble Correctional Center commenced, at which time we began reporting the financial results in the CoreCivic Properties segment. The new lease agreement includes a base term that commenced on October 1, 2023, with a scheduled expiration date of June 30, 2029, and unlimited two-year renewal options. Annual lease revenue to be generated from the ODC at the Allen Gamble facility under the new lease agreement will be $7.5 million during the base term. The annual rent during any renewal option term shall be mutually agreed upon by the parties. Revenue and net operating income from the ODC at Allen Gamble was $1.9 million and $1.1 million, respectively, during the second quarter of 2024, and $3.8 million and $2.0 million, respectively, during the six months ended June 30, 2024.

On December 6, 2022, we received notice from the CDCR of its intent to terminate the lease agreement for our 2,560-bed California City Correctional Center by March 31, 2024, due to the state's declining inmate population. The California City facility was idled effective April 1, 2024, and the Company is marketing the facility to potential customers. Rental revenue generated from the CDCR at the California City facility was $8.6 million and $31.1 million during the period the lease was active in 2024 and the twelve months ended December 31, 2023, respectively. Facility net operating income at this facility was $7.2 million and $25.5 million during the period the lease was active in 2024 and the twelve months ended December 31, 2023, respectively.

General and administrative expenses

For the three months ended June 30, 2024 and 2023, general and administrative expenses totaled $33.9 million and $32.6 million, respectively, while general and administrative expenses totaled $70.4 million and $65.3 million during the six months ended June 30, 2024 and 2023, respectively. General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees, and other administrative expenses. General and administrative expenses increased during the six months ended June 30, 2024 when compared to the same period in 2023 primarily as a result of an increase in corporate salaries and benefits, which was largely related to higher incentive-based compensation.

Depreciation and amortization

For the three months ended June 30, 2024 and 2023, depreciation and amortization expense totaled $32.1 million and $31.6 million, respectively, while depreciation and amortization expense totaled $63.9 million and $62.7 million during the six months ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense increased in both periods primarily as a result of renovations completed at several facilities during 2023, partially offset by facilities sold during 2023.

Interest expense, net and expenses associated with debt repayments and refinancing transactions

Interest expense is reported net of interest income for the three and six months ended June 30, 2024 and 2023. Gross interest expense was $20.1 million and $21.2 million for the three months ended June 30, 2024 and 2023, respectively, and was $42.1 million and $43.3 million for the six months ended June 30, 2024 or 2023, respectively. Gross interest expense was based on outstanding borrowings under our revolving credit facility, or Revolving Credit Facility, our outstanding term loan, or Term Loan, our outstanding senior unsecured notes, and our outstanding non-recourse mortgage note, as well as the amortization of loan costs and unused facility fees. Gross interest income was $3.0 million and $2.9 million for the three months ended June 30, 2024 and 2023, respectively, and was $6.4 million and $5.9 million, for the six months ended June 30, 2024 or 2023, respectively. Gross interest income is earned on notes receivable, investments, cash and cash equivalents, and restricted cash. Interest income also includes interest income associated with the 20-year finance receivable associated with the Lansing Correctional Facility lease to the Kansas Department of Corrections, which commenced in January 2020, and amounted to $2.1 million for both the three months ended June 30, 2024 and 2023 and $4.2 million and $4.3 million for the six months ended June 30, 2024 and 2023, respectively. Net interest expense during the three and six months ended June 30, 2024 decreased when compared to same periods in 2023 primarily as a result of debt repayments netting $51.4 million since June 30, 2023, including the repurchase in the open market of $27.9 million principal amount of senior unsecured notes during 2023. Net interest expense also decreased due to an increase in interest income. The decrease in net interest expense was partially offset by an

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increase in the size of our Term Loan, borrowings under our Revolving Credit Facility during the second quarter of 2024, and an increase in the interest rates associated with our variable rate debt, as further described hereinafter.

On October 11, 2023, we entered into a Fourth Amended and Restated Credit Agreement, or the Bank Credit Facility, that, among other things, increased the available borrowings under the Revolving Credit Facility from $250.0 million to $275.0 million, increased the size of the Term Loan from an initial balance of $100.0 million under the previous bank credit facility to $125.0 million, extended the maturity date to October 11, 2028 and made conforming changes to replace the Bloomberg Short-Term Bank Yield, or BSBY, index with a forward-looking term index based on the Secured Overnight Financing Rate, or Term SOFR. At the closing of the Bank Credit Facility, we received approximately $33.8 million of net borrowings before transaction costs as a result of the increased size of the Term Loan. During the full year 2023, we incurred charges of $0.7 million primarily associated with the Bank Credit Facility and for the write-off of loan costs associated with the purchase of $21.0 million of our Old 8.25% Senior Notes (as defined below) and $6.9 million of our 4.75% senior unsecured notes due 2027, or the 4.75% Senior Notes, through open market purchases, net of discounts to the principal balance of the notes repurchased.

As further described herein, on March 4, 2024, we commenced a cash tender offer, or the Tender Offer, for any and all of the $593.1 million outstanding principal amount of our then-outstanding 8.25% senior unsecured notes due 2026, or the Old 8.25% Senior Notes. As a result of the Tender Offer, $494.3 million aggregate principal amount of the Old 8.25% Senior Notes, or approximately 83.3% of the aggregate principal amount of the Old 8.25% Senior Notes outstanding, had been validly tendered and not validly withdrawn. We accepted for purchase and paid for all of the Old 8.25% Senior Notes validly tendered and not validly withdrawn. Further, on March 15, 2024, we announced that we delivered an irrevocable notice to the holders of all our Old 8.25% Senior Notes that had not been validly tendered or had been validly withdrawn in the Tender Offer, that we had elected to redeem in full the Old 8.25% Senior Notes that remained outstanding on April 15, 2024. The remaining Old 8.25% Senior Notes, amounting to $98.8 million, were redeemed on April 15, 2024 with a combination of cash on hand and borrowings under our Revolving Credit Facility. As of June 30, 2024, the balance of our Revolving Credit Facility was $25.0 million. As of June 30, 2024, we also had $18.0 million in letters of credit outstanding, resulting in $232.0 million available under our Revolving Credit Facility.

In connection with the Tender Offer, on March 12, 2024, we completed an underwritten registered public offering of $500.0 million aggregate principal amount of 8.25% senior unsecured notes due 2029, or the New 8.25% Senior Notes. The net proceeds from the issuance of the New 8.25% Senior Notes totaled approximately $490.3 million, after deducting underwriting discounts and offering expenses. We used the net proceeds from the offering of the New 8.25% Senior Notes, together with borrowings under our Revolving Credit Facility and cash on hand, to fund the Tender Offer and to redeem the remaining outstanding balance of the Old 8.25% Senior Notes on April 15, 2024. During the three and six months ended June 30, 2024, we recorded charges totaling $4.1 million and $31.3 million, respectively, associated with the Tender Offer and redemption of the Old 8.25% Senior Notes.

Based on our total leverage ratio, interest on loans under our previous bank credit facility through October 10, 2023 was at a base rate plus a margin of 2.25% or at BSBY plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the then-existing revolving credit facility. From October 11, 2023 through the first full fiscal quarter of 2024, loans under our Bank Credit Facility bore interest at a base rate plus a margin of 2.25% or at Term SOFR plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the Revolving Credit Facility, as the interest rate spreads were fixed under the terms of the Bank Credit Facility until the first calculation date occurring after the first full fiscal quarter after the closing date of the Bank Credit Facility. Based on our total leverage ratio during the second quarter of 2024, the interest rate spread for base rate loans declined to 2.00%, the interest rate spread for Term SOFR loans was reduced to 3.00%, and the commitment fee decreased to 0.40%.

Gain on sale of real estate assets, net

Gain on sale of real estate assets, net during the six months ended June 30, 2024, includes the $0.5 million gain on the sale of our 120-bed Dahlia Facility in January 2024, as previously described herein. In addition, during the first quarter of 2024, we sold an unused parcel of land in Texas generating net sales proceeds of $0.2 million and resulting in a gain on sale of $0.1 million. The gain was also reported in the first quarter of 2024.

Income tax expense

We recorded an income tax expense of $8.6 million and $4.2 million for the three months ended June 30, 2024 and 2023, respectively, and $8.1 million and $12.3 million for the six months ended June 30, 2024 and 2023, respectively. Income tax expense related to operations for the three and six months ended June 30, 2024 was net of an income tax benefit of $1.3 million and $9.6 million, respectively, for expenses associated with debt repayments and refinancing transactions and, in the six-month period, net of the gain on sale of real estate assets, both as previously described herein. Income tax expense for the six months ended June 30, 2024, was also net of an income tax benefit associated with stock-based compensation vesting in the first quarter of 2024. Income tax expense for the six

32


 

months ended June 30, 2023 included an increase to income tax expense of $0.9 million for the revaluation of net deferred tax liabilities associated with a change in our corporate tax structure. During the first quarter of 2023, we completed a reorganization of our tax structure to simplify and more closely align operations and assets of certain of our subsidiaries and to reduce administrative efforts following our conversion from a real estate investment trust to a taxable C-corporation.

Our effective tax rate could fluctuate in the future based on changes in estimates of taxable income, the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to us, changes in other tax laws, limits on certain deductible expenses, changes in estimates related to uncertain tax positions, or changes in state apportionment factors, as well as changes in the valuation allowance applied to our deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused.

LIQUIDITY AND CAPITAL RESOURCES

Our principal capital requirements are for working capital, capital expenditures, and debt service payments, as well as outstanding commitments and contingencies, as further discussed in the notes to our financial statements. Effective January 1, 2021, we revoked our election to be taxed as a REIT. We believe this conversion in corporate tax structure improves our overall credit profile, as we are able to allocate our free cash flow toward the repayment of debt, which may include the purchase of our outstanding debt in open market transactions, privately negotiated transactions or otherwise, and to exercise more discretion in returning capital to our shareholders, which could include share repurchases and/or future dividends. Any future dividend is subject to our Board of Directors', or BODs, determinations as to the amount of distributions and the timing thereof, as well as limitations under the Company's debt covenants. Any such debt repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual requirements, applicable securities laws requirements, and other factors. We were not able to implement a meaningful share repurchase program under the REIT structure without increasing our debt because a substantial portion of our free cash flow was required to satisfy the distribution requirements under the REIT structure.

Upon achieving targeted debt reduction levels, we began allocating a substantial portion of our free cash flow to returning capital to our shareholders through share repurchases. During 2022, the BOD approved a share repurchase program to purchase up to $225.0 million of our common stock. On May 16, 2024, the BOD authorized an increase to the share repurchase program to which we may purchase up to an additional $125.0 million in shares of our outstanding common stock, increasing the total aggregate authorization to up to $350.0 million. Repurchases of our outstanding common stock are made in accordance with applicable securities laws and may be made at our discretion based on parameters set by our BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate us to purchase any particular amount of our common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. Through December 31, 2023, we completed the repurchase of 10.1 million shares of our common stock at a total cost of $112.6 million, excluding costs associated with the share repurchase program, or $11.16 per share, using cash on hand and cash provided by operations. During the six months ended June 30, 2024, we completed the repurchase of an additional 4.0 million shares of our common stock at a total cost of $59.5 million, excluding costs associated with the share repurchase program, or $14.80 per share, including 1.3 million shares at an aggregate cost of $20.1 million during the second quarter of 2024. As of June 30, 2024, we had repurchased a total of 14.1 million common shares at an aggregate cost of $172.1 million, or $12.20 per share, and had $177.9 million of repurchase authorization available under the share repurchase program. As a result of the termination of an IGSA with respect to the STFRC effective August 9, 2024, and the impact such termination will have on our leverage ratios, we intend to prioritize the use of our free cash flow to further reduce our debt, although we may exercise discretion in repurchasing additional shares of our common stock in accordance with the repurchase program based on parameters set by our BOD.

We will also pursue attractive growth opportunities, including new development opportunities in our Properties segment, to meet the need to modernize outdated correctional infrastructure across the country, and explore potential opportunities to expand the scope of non-residential correctional alternatives we provide in our Community segment.

33


 

With the extensively aged criminal justice infrastructure in the U.S. today, we believe we can bring real estate and financing solutions to government agencies as we did in connection with the construction of the Lansing Correctional Facility that commenced operations in January 2020. We financed the construction of the Lansing Correctional Facility 100% with project specific financing, requiring no equity commitment from us. We believe we can also provide other real estate solutions to government agencies faced with extensively aged criminal justice infrastructure, including "turn-key" solutions similar to those we are providing to the states of Wyoming and Montana, as well as Hinds County, Mississippi and Harris County, Texas, pursuant to new contracts that commenced during the second half of 2023 at our Tallahatchie and Saguaro facilities, as well as real estate only solutions to government agencies that need correctional capacity where they prefer to operate the facility, similar to the lease of our Allen Gamble Correctional Center in Oklahoma to the ODC signed in 2023, as previously described herein. In addition, in August 2022, we completed the sale of the 1,978-bed McRae Correctional Facility to the Georgia Building Authority in order to update its aged and inefficient public sector correctional infrastructure. Most real estate only solutions would not require material capital expenditures if we have existing capacity. However, in the future we could incur capital expenditures to provide replacement capacity for government agencies that have extensively aged criminal justice infrastructure and are in need of new capacity.

As of June 30, 2024, we had cash on hand of $60.2 million, and $232.0 million available under our Revolving Credit Facility. During the six months ended June 30, 2024 and 2023, we generated $138.4 million and $125.9 million, respectively, in cash through operating activities. We currently expect to be able to meet our cash expenditure requirements for the next year and beyond utilizing cash on hand, cash flows from operations, and availability under our Revolving Credit Facility. As of June 30, 2024, we have no debt maturities until October 2027.

Our cash flow is subject to the receipt of sufficient funding of and timely payment by contracting governmental entities. If the appropriate governmental agency does not receive sufficient appropriations to cover its contractual obligations, it may terminate our contract or delay or reduce payment to us. Delays in payment from our major customers, which could include the deferral of payments to us during government shutdowns or the termination of contracts from our major customers, could have an adverse effect on our cash flow and financial condition. We have not experienced any unusual delays in payments from our major customers.

Debt

As of June 30, 2024, we had $243.1 million principal amount outstanding of the 4.75% Senior Notes and $500.0 million principal amount outstanding of the New 8.25% Senior Notes, or collectively, the Senior Notes. In addition, we had $142.9 million outstanding under the Kansas Notes with a fixed stated interest rate of 4.43% and $121.9 million outstanding under our Term Loan with a variable interest rate of 8.4% and $25.0 million outstanding under our Revolving Credit Facility with a variable interest rate of 8.4%. We also had $18.0 million of letters of credit outstanding under our Revolving Credit Facility at June 30, 2024. As of June 30, 2024, our total weighted average effective interest rate was 7.4%, while our total weighted average maturity was 5.9 years. We have no debt maturities until 2027. In the future, we could elect to use our free cash flow to purchase additional outstanding senior unsecured notes in open market transactions, privately negotiated transactions or otherwise. We could also use our effective shelf registration statement to issue additional debt securities when we determine that market conditions and the opportunity to utilize the proceeds therefrom are favorable.

On March 4, 2024, we commenced the Tender Offer for any and all of the $593.1 million outstanding principal amount of our outstanding Old 8.25% Senior Notes. As a result of the Tender Offer, $494.3 million aggregate principal amount of the Old 8.25% Senior Notes, or approximately 83.3% of the aggregate principal amount of the Old 8.25% Senior Notes outstanding, had been validly tendered and not validly withdrawn. We accepted for purchase and paid for all of the Old 8.25% Senior Notes that were validly tendered and not validly withdrawn. Holders of the Old 8.25% Senior Notes who validly tendered received in cash $1,043.75 per $1,000 principal amount of the Old 8.25% Senior Notes validly tendered, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the Old 8.25% Senior Notes up to, but not including, the settlement date, March 12, 2024. On March 15, 2024, we announced that we delivered an irrevocable notice to the holders of all our Old 8.25% Senior Notes that had not been validly tendered or had been validly withdrawn in the Tender Offer, that we had elected to redeem in full the Old 8.25% Senior Notes that remained outstanding on April 15, 2024. The remaining principal amount of the Old 8.25% Senior Notes, which amounted to $98.8 million, was redeemed on April 15, 2024, at a redemption price equal to 104.125% of the principal amount of the outstanding Old 8.25% Senior Notes, plus accrued and unpaid interest on such Old 8.25% Senior Notes to, but not including, April 15, 2024.

In connection with the Tender Offer of the Old 8.25% Senior Notes, on March 12, 2024, we completed an underwritten registered public offering of the New 8.25% Senior Notes, which are guaranteed by all of CoreCivic's subsidiaries that guarantee the Bank Credit Facility, the 4.75% Senior Notes, and the Old 8.25% Senior Notes, while outstanding. The New 8.25% Senior Notes were offered pursuant to a shelf registration statement on Form S-3, which became effective upon filing with the SEC on March 4, 2024. The net proceeds from the issuance of the New 8.25% Senior Notes totaled approximately $490.3 million, after deducting underwriting discounts and offering expenses. We used the net proceeds from the offering of the New 8.25% Senior Notes, together with borrowings under the Revolving Credit Facility and cash on hand, to fund the Tender Offer of the Old 8.25% Senior Notes and to redeem the remaining outstanding balance of the Old 8.25% Senior Notes on April 15, 2024.

34


 

Operating Activities

Our net cash provided by operating activities for the six months ended June 30, 2024 was $138.4 million, compared with $125.9 million for the same period in the prior year. Cash provided by operating activities represents the year-to-date net income plus depreciation and amortization, changes in various components of working capital, and various non-cash charges. Cash provided by operating activities was favorably impacted by an increase in facility net operating income of $31.8 million during the six months ended June 30, 2024 compared to the same period in the prior year, partially offset by a decline in working capital balances of $14.4 million in the current period compared to the prior year period.

Investing Activities

Our net cash flow used in investing activities was $21.4 million for the six months ended June 30, 2024 and was primarily attributable to capital expenditures for facility development and expansions of $5.3 million and $25.6 million for facility maintenance improvements and information technology capital expenditures, partially offset by $8.3 million in net proceeds from the sale of assets. Our net cash flow used in investing activities was $21.6 million for the six months ended June 30, 2023 and was primarily attributable to capital expenditures for facility development and expansions of $3.2 million and $23.3 million for facility maintenance improvements and information technology capital expenditures, partially offset by $5.9 million in net proceeds from the sale of assets.

Financing Activities

Our net cash flow used in financing activities was $178.3 million for the six months ended June 30, 2024 and was primarily attributable to debt repayments related to the $593.1 million tender and redemption of the Old 8.25% Senior Notes and $34.9 million of payments of debt defeasance, issuance and other financing related costs. In addition, our net cash flow used in financing activities was attributable to $5.7 million of scheduled principal repayments under our Term Loan and our non-recourse mortgage note. Our net cash flow used in financing activities also included $69.2 million for the share repurchase program our BOD authorized during the second quarter of 2022, as well as the purchase and retirement of common stock to satisfy withholding taxes in connection with equity-based compensation. Our net cash flow used in financing activities was partially offset by the $500.0 million gross proceeds from the issuance of the New 8.25% Senior Notes and $25.0 million of net borrowings under our Revolving Credit Facility.

Our net cash flow used in financing activities was $211.3 million for the six months ended June 30, 2023 and was primarily attributable to debt repayments related to the $153.8 million redemption of the 4.625% Senior Notes in February 2023 and the $21.0 million purchase of the Old 8.25% Senior Notes in the second quarter of 2023. In addition, our net cash flow used in financing activities was attributable to $5.5 million of scheduled principal repayments under our Term Loan and our non-recourse mortgage note. Our net cash flow used in financing activities also included $30.5 million for the share repurchase program our BOD authorized during the second quarter of 2022, as well as the purchase and retirement of common stock to satisfy withholding taxes in connection with equity-based compensation, and dividend payments on restricted stock units that became vested of $0.1 million.

Supplemental Guarantor Information

All of the domestic subsidiaries of CoreCivic (as the parent corporation) that guarantee the Bank Credit Facility have provided full and unconditional guarantees of our Senior Notes. All of CoreCivic's subsidiaries guaranteeing the Senior Notes are 100% owned direct or indirect subsidiaries of CoreCivic, and the subsidiary guarantees are full and unconditional and are joint and several obligations of the guarantors.

As of June 30, 2024, neither CoreCivic nor any of its subsidiary guarantors had any material or significant restrictions on CoreCivic's ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries.

The indentures governing our Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in control, CoreCivic must offer to repurchase all or a portion of the Senior Notes. The offer price for the Senior Notes in connection with a change in control would be 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to our New 8.25% Senior Notes additionally limits our ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness.

35


 

The following tables present summarized information for CoreCivic and the subsidiary guarantors, on a combined basis after elimination of (i) intercompany transactions and balances among CoreCivic and the subsidiary guarantors and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor (in thousands).

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Current assets

 

$

373,454

 

 

$

460,475

 

   Real estate and related assets

 

 

2,281,448

 

 

 

2,323,562

 

   Other assets

 

 

103,769

 

 

 

175,413

 

Total non-current assets

 

 

2,385,217

 

 

 

2,498,975

 

Current liabilities

 

 

254,336

 

 

 

284,886

 

   Long-term debt, net

 

 

872,431

 

 

 

945,949

 

   Other liabilities

 

 

182,077

 

 

 

246,903

 

Total long-term liabilities

 

 

1,054,508

 

 

 

1,192,852

 

 

 

 

 

For the Six
Months Ended
June 30, 2024

 

 

For the Twelve
Months Ended
December 31, 2023

 

Revenue

 

$

989,336

 

 

$

1,895,291

 

   Operating expenses

 

 

753,114

 

 

 

1,462,414

 

   Other expenses

 

 

134,251

 

 

 

263,401

 

Total expenses

 

 

887,365

 

 

 

1,725,815

 

Income before income taxes

 

 

34,532

 

 

 

92,437

 

Net income

 

 

26,407

 

 

 

64,203

 

 

Funds from Operations

Funds From Operations, or FFO, is a widely accepted supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income computed in accordance with GAAP, excluding gains or losses from sales of property and extraordinary items, plus depreciation and amortization of real estate and impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis. As a company with extensive real estate holdings, we believe FFO is an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs and other real estate operating companies, many of which present FFO when reporting results.

We also present Normalized FFO as an additional supplemental measure as we believe it is more reflective of our core operating performance. We may make adjustments to FFO from time to time for certain other income and expenses that we consider non-recurring, infrequent or unusual, even though such items may require cash settlement, because such items do not reflect a necessary or ordinary component of our ongoing operations. Normalized FFO excludes the effects of such items.

FFO and Normalized FFO are supplemental non-GAAP financial measures of real estate companies' operating performance, which do not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income or as a measure of liquidity. Our method of calculating FFO and Normalized FFO may be different from methods used by other REITs and real estate operating companies and, accordingly, may not be comparable to such REITs and other real estate operating companies.

36


 

Our reconciliation of net income to FFO and Normalized FFO for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

 

 

 

For the Three Months Ended
June 30,

 

FUNDS FROM OPERATIONS:

 

2024

 

 

2023

 

Net income

 

$

18,954

 

 

$

14,830

 

Depreciation and amortization of real estate assets

 

 

24,843

 

 

 

24,198

 

Loss on sale of real estate assets, net

 

 

 

 

 

25

 

Income tax benefit for special items

 

 

 

 

 

(7

)

Funds From Operations

 

 

43,797

 

 

 

39,046

 

Expenses associated with debt repayments
     and refinancing transactions

 

 

4,074

 

 

 

226

 

Income tax benefit associated with change in
     corporate tax structure

 

 

 

 

 

(1,378

)

Income tax benefit for special items

 

 

(1,277

)

 

 

(68

)

Normalized Funds From Operations

 

$

46,594

 

 

$

37,826

 

 

 

 

 

For the Six Months Ended
June 30,

 

FUNDS FROM OPERATIONS:

 

2024

 

 

2023

 

Net income

 

$

28,497

 

 

$

27,230

 

Depreciation and amortization of real estate assets

 

 

49,627

 

 

 

48,369

 

Loss (gain) on sale of real estate assets, net

 

 

(568

)

 

 

25

 

Income tax expense (benefit) for special items

 

 

178

 

 

 

(7

)

Funds From Operations

 

 

77,734

 

 

 

75,617

 

Expenses associated with debt repayments
    and refinancing transactions

 

 

31,316

 

 

 

226

 

Income tax expense associated with change in corporate
   tax structure

 

 

 

 

 

930

 

Income tax benefit for special items

 

 

(9,813

)

 

 

(68

)

Normalized Funds From Operations

 

$

99,237

 

 

$

76,705

 

Material Cash Requirements

The following schedule summarizes our contractual cash obligations by the indicated period as of June 30, 2024 (in thousands):

 

 

 

Payments Due By Year Ended December 31,

 

 

 

2024
(remainder)

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

Long-term debt

 

$

5,857

 

 

$

12,073

 

 

$

15,701

 

 

$

262,423

 

 

$

122,995

 

 

$

613,788

 

 

$

1,032,837

 

Interest on senior and mortgage
   notes

 

 

29,548

 

 

 

58,910

 

 

 

58,644

 

 

 

58,355

 

 

 

46,497

 

 

 

52,796

 

 

 

304,750

 

Contractual facility developments
   and other commitments

 

 

4,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,527

 

STFRC lease

 

 

5,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,635

 

Leases

 

 

2,759

 

 

 

5,339

 

 

 

4,905

 

 

 

4,228

 

 

 

3,809

 

 

 

11,798

 

 

 

32,838

 

Total contractual cash obligations

 

$

48,326

 

 

$

76,322

 

 

$

79,250

 

 

$

325,006

 

 

$

173,301

 

 

$

678,382

 

 

$

1,380,587

 

 

The cash obligations in the table above do not include future cash obligations for variable interest expense associated with our Term Loan or the balance outstanding on our Revolving Credit Facility, if any, as projections would be based on future outstanding balances as well as future variable interest rates, and we are unable to make reliable estimates of either. Certain of our other ongoing construction projects are not currently under contract and thus are not included as a contractual obligation above as we may generally suspend or terminate such projects without substantial penalty. With respect to the STFRC lease, we provided notice to the third-party lessor of our

37


 

intent to terminate the lease for the facility concurrently with the termination of the IGSA on August 9, 2024. Accordingly, the cash obligations included in the table above reflect the contractual obligations of the lease of the site through such date.

We had $18.0 million of letters of credit outstanding at June 30, 2024 primarily to support our requirement to repay fees and claims under our self-insured workers' compensation plan in the event we do not repay the fees and claims due in accordance with the terms of the plan, and for a debt service reserve requirement under terms of the Kansas Notes. The letters of credit are renewable annually. We did not have any draws under these outstanding letters of credit during the six months ended June 30, 2024 or 2023.

INFLATION

Many of our contracts include provisions for inflationary indexing, which may mitigate an adverse impact of inflation on net income. However, a substantial increase in personnel costs, workers' compensation, utilities, food, and medical expenses could have an adverse impact on our results of operations in the future to the extent that these expenses increase at a faster pace than the per diem or fixed rates we receive for our management services. We outsource our food service operations to a third party. The contract with our outsourced food service vendor contains certain protections against increases in food costs.

SEASONALITY AND QUARTERLY RESULTS

Certain aspects of our business are subject to seasonal fluctuations. Because we are generally compensated for operating and managing correctional, detention, and reentry facilities at a per diem rate, our financial results are impacted by the number of calendar days in a fiscal quarter. Our fiscal year follows the calendar year and therefore, our daily profits for the third and fourth quarters include two more days than the first quarter (except in leap years) and one more day than the second quarter. Further, salaries and benefits represent the most significant component of operating expenses. Significant portions of our unemployment taxes are recognized during the first quarter, when base wage rates reset for unemployment tax purposes. Quarterly results are also affected by government funding initiatives, acquisitions, the timing of the opening of new facilities, or the commencement of new management contracts and related start-up expenses which may mitigate or exacerbate the impact of other seasonal influences. Because of seasonality factors, and other factors described herein, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our primary market risk exposure is to changes in U.S. interest rates. In an effort to mitigate inflation, the Federal Reserve increased interest rates throughout 2022 and 2023. We are exposed to market risk related to our Bank Credit Facility because the interest rates on these loans are subject to fluctuations in the market. If the interest rate for our outstanding indebtedness under the Bank Credit Facility was 100 basis points higher or lower (but not less than 0%) during the three and six months ended June 30, 2024, our interest expense, net of amounts capitalized, would have been increased or decreased by $0.4 million and $0.7 million, respectively.

As of June 30, 2024, we had $243.1 million of senior unsecured notes due 2027 with a fixed interest rate of 4.75% and $500.0 million of the New 8.25% Senior Notes due 2029. We also had $142.9 million outstanding under the Kansas Notes with a fixed interest rate of 4.43%. Because the interest rates with respect to these instruments are fixed, a hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on our financial statements.

We may, from time to time, invest our cash in a variety of short-term financial instruments. These instruments generally consist of highly liquid investments with original maturities at the date of purchase of three months or less. While these investments are subject to interest rate risk and will decline in value if market interest rates increase, a hypothetical 100 basis point increase or decrease in market interest rates would not materially affect the value of these instruments. See the risk factor discussion captioned "Rising interest rates increase the cost of our variable rate debt" under Part I, Item 1A. Risk Factors of our 2023 Form 10-K for more discussion on interest rate risks that may affect our financial condition.

38


 

ITEM 4. CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report. Based on that evaluation, our officers, including our Chief Executive Officer and Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

39


 

PART II – OTHER INFORMATION

 

See the information reported in Note 7 to the financial statements included in Part I, which information is incorporated hereunder by this reference.

 

ITEM 1A. RISK FACTORS.

Item 1A. Risk Factors of Part I of our 2023 Form 10-K includes a detailed discussion of the risk factors that could materially affect our business, financial condition or future prospects. There have been no material changes in our risk factors previously disclosed in the 2023 Form 10-K.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Issuer Purchases of Equity Securities

Period

 

Total Number
of Shares
Purchased

 

 

Average Price
Paid per Share

 

 

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs

 

 

Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the Plans
or Programs (1)

 

April 1, 2024 - April 30, 2024

 

 

222,949

 

 

$

15.04

 

 

 

222,949

 

 

$

69,677,620

 

May 1, 2024 - May 31, 2024

 

 

839,381

 

 

$

15.40

 

 

 

839,381

 

 

$

181,754,025

 

June 1, 2024 - June 30, 2024

 

 

247,246

 

 

$

15.60

 

 

 

247,246

 

 

$

177,897,710

 

Total

 

 

1,309,576

 

 

$

15.37

 

 

 

1,309,576

 

 

$

177,897,710

 

 

(1) During 2022, the Board of Directors, or BOD, approved a share repurchase program to repurchase up to $225.0 million of the Company's common stock. On May 16, 2024, the BOD authorized an increase to the share repurchase program to which the Company may purchase up to an additional $125.0 million in shares of the Company's outstanding common stock, increasing the total aggregate authorization to up to $350.0 million. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of its common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. As of June 30, 2024, the Company had repurchased a total of 14.1 million shares of the Company's common stock at an aggregate cost of approximately $172.1 million. As a result of the termination of an IGSA with respect to the STFRC effective August 9, 2024, and the impact such termination will have on the Company’s leverage ratios, the Company intends to prioritize the use of its free cash flow to further reduce its debt, although the Company may exercise discretion in repurchasing additional shares of its common stock in accordance with the repurchase program based on parameters set by the BOD.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

40


 

ITEM 5. OTHER INFORMATION.

 

Trading Arrangements

Except as disclosed below, during the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408 of Regulation S-K) for the purchase or sale of the Company’s securities.

On May 22, 2024, Cole Carter, Executive Vice President and General Counsel, adopted a Rule 10b5-1 trading arrangement for the sale of up to 64,000 shares of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The duration of Mr. Carter's trading arrangement is until April 1, 2025.

 

ITEM 6. EXHIBITS.

 

Exhibit

Number

 

Description of Exhibits

 

 

 

22.1*

 

List of Guarantor Subsidiaries.

 

 

 

31.1*

 

Certification of the Company's Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of the Company's Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1**

 

Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2**

 

Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase.

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

104*

 

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included in Exhibit 101).

 

* Filed herewith.

 

** Furnished herewith.

41


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CORECIVIC, INC.

 

 

 

Date: August 8, 2024

 

 

 

 

/s/ Damon T. Hininger

 

 

Damon T. Hininger

 

 

President and Chief Executive Officer

 

 

 

 

 

/s/ David M. Garfinkle

 

 

David M. Garfinkle

 

 

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

 

42


 

Exhibit 22.1

List of Guarantor Subsidiaries

The following subsidiaries of CoreCivic, Inc. (the "Issuer") are guarantors of the Issuer's (i) 4.75% Senior Notes due 2027; and (ii) 8.25% Senior Notes due 2029:

ACS Corrections of Texas, L.L.C., a Texas limited liability company

Avalon Corpus Christi Transitional Center, LLC, a Texas limited liability company

Avalon Correctional Services, LLC, a Nevada limited liability company

Avalon Transitional Center Dallas, LLC, a Texas limited liability company

Avalon Tulsa, L.L.C., an Oklahoma limited liability company

Carver Transitional Center, L.L.C., an Oklahoma limited liability company

CCA Health Services, LLC, a Tennessee limited liability company

CCA International, LLC, a Delaware limited liability company

CCA South Texas, LLC, a Maryland limited liability company

CoreCivic, LLC, a Delaware limited liability company

CoreCivic of Tennessee, LLC, a Tennessee limited liability company

CoreCivic Western Operations, LLC, a Delaware limited liability company

Correctional Alternatives, LLC, a California limited liability company

Correctional Management, LLC, a Colorado limited liability company

EP Horizon Management, LLC, a Texas limited liability company

Fort Worth Transitional Center, L.L.C., an Oklahoma limited liability company

Green Level Realty LLC, a Colorado limited liability company

Innovative Government Solutions, LLC, a Maryland limited liability company

National Offender Management Systems, LLC, a Colorado limited liability company

Prison Realty Management, LLC, a Tennessee limited liability company

Recovery Monitoring Solutions, LLC, a Texas limited liability company

Rocky Mountain Offender Management Systems, LLC, a Colorado limited liability company

Southern Corrections Systems of Wyoming, L.L.C., an Oklahoma limited liability company

Technical and Business Institute of America, LLC, a Tennessee limited liability company

Thrivur Health, LLC, a Colorado limited liability company

Time To Change, LLC, a Colorado limited liability company

TransCor America, LLC, a Tennessee limited liability company

Turley Residential Center, L.L.C., an Oklahoma limited liability company


 

 


 

Exhibit 31.1

CERTIFICATION

I, Damon T. Hininger, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of CoreCivic, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2024

 

 

/s/ Damon T. Hininger

 

Damon T. Hininger

 

President and Chief Executive Officer

 

 


 

Exhibit 31.2

CERTIFICATION

I, David M. Garfinkle, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of CoreCivic, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2024

 

 

/s/ David M. Garfinkle

 

David M. Garfinkle

 

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

 

 


 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CoreCivic, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Damon T. Hininger, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

/s/ Damon T. Hininger

 

Damon T. Hininger

 

President and Chief Executive Officer

 

August 8, 2024

 

 


 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CoreCivic, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David M. Garfinkle, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

/s/ David M. Garfinkle

 

David M. Garfinkle

 

Executive Vice President, Chief Financial Officer, and Principal Accounting Officer

 

August 8, 2024

 

 


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 02, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Trading Symbol CXW  
Entity Registrant Name CORECIVIC, INC.  
Entity Central Index Key 0001070985  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 001-16109  
Entity Tax Identification Number 62-1763875  
Entity Address, Address Line One 5501 VIRGINIA WAY  
Entity Address, City or Town BRENTWOOD  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37027  
City Area Code 615  
Local Phone Number 263-3000  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code MD  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Common Stock, Shares Outstanding   110,270,512
v3.24.2.u1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 60,186 $ 121,845
Restricted cash 7,497 7,111
Accounts receivable, net of credit loss reserve of $4,803 and $6,827, respectively 273,670 312,174
Prepaid expenses and other current assets 39,446 26,304
Assets held for sale 2,211 7,480
Total current assets 383,010 474,914
Real estate and related assets:    
Property and equipment, net of accumulated depreciation of $1,872,601 and $1,821,015, respectively 2,083,178 2,114,522
Other real estate assets 196,059 201,561
Goodwill 4,844 4,844
Other assets 236,120 309,558
Total assets 2,903,211 3,105,399
LIABILITIES AND STOCKHOLDERS' EQUITY    
Accounts payable and accrued expenses 254,634 285,857
Current portion of long-term debt 11,832 11,597
Total current liabilities 266,466 297,454
Long-term debt, net 1,007,148 1,083,476
Deferred revenue 13,899 18,315
Non-current deferred tax liabilities 88,501 96,915
Other liabilities 79,676 131,673
Total liabilities 1,455,690 1,627,833
Commitments and contingencies
Preferred stock - $0.01 par value; 50,000 shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023 0 0
Common stock - $0.01 par value; 300,000 shares authorized; 110,271 and 112,733 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 1,103 1,127
Additional paid-in capital 1,726,768 1,785,286
Accumulated deficit (280,350) (308,847)
Total stockholders' equity 1,447,521 1,477,566
Total liabilities and stockholders' equity $ 2,903,211 $ 3,105,399
v3.24.2.u1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts receivable, credit loss reserve $ 4,803 $ 6,827
Accumulated depreciation $ 1,872,601 $ 1,821,015
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares issued 110,271,000 112,733,000
Common stock, shares outstanding 110,271,000 112,733,000
v3.24.2.u1
Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
REVENUE $ 490,109 $ 463,682 $ 990,795 $ 921,684
EXPENSES:        
Operating 375,735 362,008 753,838 716,545
General and administrative 33,910 32,612 70,375 65,291
Depreciation and amortization 32,145 31,615 63,875 62,657
Costs and Expenses, Total 441,790 426,235 888,088 844,493
OTHER INCOME (EXPENSE):        
Interest expense, net (17,110) (18,268) (35,723) (37,419)
Expenses associated with debt repayments and refinancing transactions (4,074) (226) (31,316) (226)
Gain (loss) on sale of real estate assets, net 0 (25) 568 (25)
Other income 444 78 386 31
INCOME BEFORE INCOME TAXES 27,579 19,006 36,622 39,552
Income tax expense (8,625) (4,176) (8,125) (12,322)
NET INCOME $ 18,954 $ 14,830 $ 28,497 $ 27,230
BASIC EARNINGS PER SHARE $ 0.17 $ 0.13 $ 0.26 $ 0.24
DILUTED EARNINGS PER SHARE $ 0.17 $ 0.13 $ 0.25 $ 0.24
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 28,497 $ 27,230
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 63,875 62,657
Amortization of debt issuance costs and other non-cash interest 1,876 2,331
Expenses associated with debt repayments and refinancing transactions 31,316 226
Loss (gain) on sale of real estate assets, net (568) 25
Deferred income taxes (8,414) (3,944)
Non-cash revenue and other income (1,454) (1,391)
Non-cash equity compensation 11,118 10,157
Other expenses and non-cash items 1,454 3,455
Changes in assets and liabilities, net:    
Accounts receivable, prepaid expenses and other assets 24,528 48,942
Accounts payable, accrued expenses and other liabilities (13,815) (23,820)
Net cash provided by operating activities 138,413 125,868
CASH FLOWS FROM INVESTING ACTIVITIES:    
Expenditures for facility development and expansions (5,308) (3,155)
Expenditures for other capital improvements (25,607) (23,251)
Net proceeds from sale of assets 8,294 5,918
Decrease (increase) in other assets 1,247 (1,137)
Net cash used in investing activities (21,374) (21,625)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from issuance of debt and borrowings from credit facility 547,000 100,000
Scheduled principal repayments (5,741) (5,518)
Principal repayments of credit facility (22,000) (100,000)
Other repayments of debt (593,113) (174,754)
Payment of debt defeasance, issuance and other refinancing and related costs (34,857) (83)
Payment of lease obligations for financing leases (304) (295)
Dividends paid on restricted stock units (136) (131)
Purchase and retirement of common stock (69,161) (30,531)
Net cash used in financing activities (178,312) (211,312)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (61,273) (107,069)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 128,956 162,165
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period 67,683 55,096
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Net establishment (lease modification) of right of use assets and lease liabilities (56,971) 224
Cash paid during the period for:    
Interest 37,923 42,379
Income taxes paid $ 20,731 $ 13,225
v3.24.2.u1
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Balance at Dec. 31, 2022 $ 1,432,408 $ 1,150 $ 1,807,689 $ (376,431)
Balance (in shares) at Dec. 31, 2022   114,988    
Net income 12,400     12,400
Retirement of common stock (29,954) $ (30) (29,924)  
Retirement of common stock (in shares)   (2,980)    
Dividends on RSUs (6)     (6)
Restricted stock compensation, net of forfeitures 4,884   4,884  
Restricted stock grants   $ 17 (17)  
Restricted stock grants (in shares)   1,677    
Balance at Mar. 31, 2023 1,419,732 $ 1,137 1,782,632 (364,037)
Balance (in shares) at Mar. 31, 2023   113,685    
Balance at Dec. 31, 2022 1,432,408 $ 1,150 1,807,689 (376,431)
Balance (in shares) at Dec. 31, 2022   114,988    
Net income 27,230      
Balance at Jun. 30, 2023 1,439,136 $ 1,136 1,787,207 (349,207)
Balance (in shares) at Jun. 30, 2023   113,605    
Balance at Mar. 31, 2023 1,419,732 $ 1,137 1,782,632 (364,037)
Balance (in shares) at Mar. 31, 2023   113,685    
Net income 14,830     14,830
Retirement of common stock (699) $ (1) (698)  
Retirement of common stock (in shares)   (84)    
Restricted stock compensation, net of forfeitures 5,273   5,273  
Restricted stock grants (in shares)   4    
Balance at Jun. 30, 2023 1,439,136 $ 1,136 1,787,207 (349,207)
Balance (in shares) at Jun. 30, 2023   113,605    
Balance at Dec. 31, 2023 1,477,566 $ 1,127 1,785,286 (308,847)
Balance (in shares) at Dec. 31, 2023   112,733    
Net income 9,543     9,543
Retirement of common stock (49,267) $ (33) (49,234)  
Retirement of common stock (in shares)   (3,381)    
Restricted stock compensation, net of forfeitures 6,081   6,081  
Restricted stock grants   $ 22 (22)  
Restricted stock grants (in shares)   2,216    
Balance at Mar. 31, 2024 1,443,923 $ 1,116 1,742,111 (299,304)
Balance (in shares) at Mar. 31, 2024   111,568    
Balance at Dec. 31, 2023 1,477,566 $ 1,127 1,785,286 (308,847)
Balance (in shares) at Dec. 31, 2023   112,733    
Net income 28,497      
Balance at Jun. 30, 2024 1,447,521 $ 1,103 1,726,768 (280,350)
Balance (in shares) at Jun. 30, 2024   110,271    
Balance at Mar. 31, 2024 1,443,923 $ 1,116 1,742,111 (299,304)
Balance (in shares) at Mar. 31, 2024   111,568    
Net income 18,954     18,954
Retirement of common stock (20,393) $ (13) (20,380)  
Retirement of common stock (in shares)   (1,310)    
Restricted stock compensation, net of forfeitures 5,037   5,037  
Restricted stock grants (in shares)   13    
Balance at Jun. 30, 2024 $ 1,447,521 $ 1,103 $ 1,726,768 $ (280,350)
Balance (in shares) at Jun. 30, 2024   110,271    
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Except as disclosed below, during the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408 of Regulation S-K) for the purchase or sale of the Company’s securities.

On May 22, 2024, Cole Carter, Executive Vice President and General Counsel, adopted a Rule 10b5-1 trading arrangement for the sale of up to 64,000 shares of the Company’s common stock that is intended to satisfy the affirmative defense of Rule 10b5-1(c). The duration of Mr. Carter's trading arrangement is until April 1, 2025.

Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Cole Carter [Member]  
Trading Arrangements, by Individual  
Name Cole Carter
Title Executive Vice President and General Counsel
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 22, 2024
Expiration Date April 1, 2025
Aggregate Available 64,000
v3.24.2.u1
ORGANIZATION AND OPERATIONS
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND OPERATIONS
1.
ORGANIZATION AND OPERATIONS

CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States ("U.S."). Through three segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that serve the public good through corrections and detention management, a network of residential reentry centers to help address America's recidivism crisis, and government real estate solutions. As of June 30, 2024, through its CoreCivic Safety segment, the Company operated 43 correctional and detention facilities, 39 of which the Company owned, with a total design capacity of approximately 65,000 beds. Through its CoreCivic Community segment, the Company operated 23 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, through its CoreCivic Properties segment, the Company owned 6 properties, with a total design capacity of approximately 10,000 beds.

In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 (the "2023 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company.

Risks and Uncertainties

On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. The United States Marshals Service ("USMS") is an agency of the DOJ that utilizes CoreCivic's facilities and services, and accounted for 20% and 21% of CoreCivic's total revenue for the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively. Another federal agency that utilizes CoreCivic's facilities and services, U.S. Immigration and Customs Enforcement ("ICE"), is not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ.

CoreCivic currently has two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023 and now expires in September 2028. The second direct contract with the USMS expires in September 2025. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)" ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and expects to adopt it for the year ending December 31, 2024, including any additional required disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects to adopt it for the year ending December 31, 2025, including any additional required disclosures.

In March 2024, the SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters (the "Climate Disclosure Rules"). The Climate Disclosure Rules include disclosures relating to climate-related risks and risk management as well as the board and management's governance of such risks. In addition, the Climate Disclosure Rules include requirements to disclose, in the audited consolidated financial statements, the financial effects of severe weather events and other natural conditions meeting certain thresholds, as well as carbon offsets and renewable energy credits. Larger registrants, including CoreCivic, will also be required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. Applicability of the Climate Disclosure Rules begins for CoreCivic for the fiscal year ending December 31, 2025. On April 4, 2024, the SEC announced that it would stay the Climate Disclosure Rules as it faces legal challenges regarding implementation of such rules. The Company is currently assessing the impact of these rules, if implemented, on the Company's consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2024 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position.

Fair Value of Financial Instruments

To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At June 30, 2024 and December 31, 2023, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Debt

 

$

(1,032,837

)

 

$

(1,023,065

)

 

$

(1,106,691

)

 

$

(1,090,326

)

v3.24.2.u1
REAL ESTATE AND OTHER TRANSACTIONS
6 Months Ended
Jun. 30, 2024
Text Block [Abstract]  
REAL ESTATE AND OTHER TRANSACTIONS
3.
REAL ESTATE AND OTHER TRANSACTIONS

Assets Held For Sale and Dispositions

As of June 30, 2024, CoreCivic had an idled 390-bed facility in Oklahoma reported in its CoreCivic Community segment and classified as held for sale. The aggregate carrying value of the property and equipment of this facility, amounting to $2.2 million, was reflected as assets held for sale on the Company's consolidated balance sheet as of June 30, 2024. The Company closed on the sale of this facility in July 2024 for a gross sales price of $3.7 million, resulting in a gain on sale that will be reported in the third quarter of 2024.

In January 2024, CoreCivic completed the sale of a facility in Colorado and reported in its CoreCivic Community segment. The sale generated net sales proceeds of $8.0 million, resulting in a gain on sale of $0.5 million reported in the first quarter of 2024. The facility was classified as held for sale as of December 31, 2023. CoreCivic continued to operate the facility through the expiration of the management contract in June 2024. In addition, in March 2024, CoreCivic completed the sale of an unused parcel of land in Texas. The sale generated net sales proceeds of $0.2 million, resulting in a gain on sale of $0.1 million also reported in the first quarter of 2024.

During the full year 2023, CoreCivic completed the sales of three community corrections facilities leased to government agencies and reported in CoreCivic's Properties segment and one vacant parcel of land. The sales of these four assets generated aggregate net sales proceeds of $10.8 million, resulting in an aggregate net gain on sale of $0.8 million after transaction costs.

Idle Facilities

As of June 30, 2024, CoreCivic had nine idle correctional facilities that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective design capacities, carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands):

 

 

 

 

 

 

Net Carrying Values

 

 

 

Design

 

 

June 30,

 

 

December 31,

 

Facility

 

Capacity

 

 

2024

 

 

2023

 

Prairie Correctional Facility

 

 

1,600

 

 

$

12,808

 

 

$

13,230

 

Huerfano County Correctional Center

 

 

752

 

 

 

13,975

 

 

 

14,058

 

Diamondback Correctional Facility

 

 

2,160

 

 

 

32,859

 

 

 

33,764

 

Marion Adjustment Center

 

 

826

 

 

 

9,949

 

 

 

9,968

 

Kit Carson Correctional Center

 

 

1,488

 

 

 

47,191

 

 

 

47,638

 

West Tennessee Detention Facility

 

 

600

 

 

 

18,096

 

 

 

18,568

 

Midwest Regional Reception Center

 

 

1,033

 

 

 

48,927

 

 

 

49,736

 

North Fork Correctional Facility

 

 

2,400

 

 

 

58,643

 

 

 

60,044

 

California City Correctional Center

 

 

2,560

 

 

 

74,966

 

 

 

75,430

 

 

 

 

13,419

 

 

$

317,414

 

 

$

322,436

 

 

As of June 30, 2024, CoreCivic also had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $2.8 million, and two idled facilities in its Community segment, one of which was classified as held for sale (as disclosed above, the Company closed on the sale of this facility in July 2024), containing an aggregate of 450 beds with an aggregate net book value of $3.3 million. CoreCivic incurred operating expenses at these idled facilities of approximately $5.8 million and $2.4 million during the period they were idle during the three months ended June 30, 2024 and 2023, respectively, and $9.4 million and $5.3 million during the six months ended June 30, 2024 and 2023, respectively.

The Company estimated undiscounted cash flows for each facility with an impairment indicator. The Company's estimated undiscounted cash flows reflect the Company’s most recent expectations around potential utilization and/or sale of the facilities and projected cash flows based on historical cash flows, cash flows of comparable facilities, and recent contract negotiations for utilization, as applicable.

CoreCivic evaluates, on a quarterly basis, market developments for the potential utilization of each of its idle properties in order to identify events that may cause CoreCivic to reconsider its assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a contract in its Safety or Community segment or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as indicators of impairment and tests each of the idled properties for impairment when it is notified by the respective customers or tenants that they would no longer be utilizing such property.

Termination of Contract at the South Texas Family Residential Center

On June 10, 2024, the Company received notification from ICE of its intent to terminate an inter-governmental service agreement ("IGSA") for services at the 2,400-bed South Texas Family Residential Center ("STFRC") effective August 9, 2024. The IGSA originated in 2014, was extended in 2016, and was extended again in 2020 from September 2021 through September 2026. ICE's termination rights, which permit ICE to terminate the agreement for convenience or non-appropriation of funds, without penalty, by providing CoreCivic with at least a 60-day notice, were unchanged under the previous IGSA.

Under the fixed monthly payment schedule of the original IGSA, ICE agreed to pay CoreCivic $70.0 million in two $35.0 million installments during the fourth quarter of 2014, and graduated fixed monthly payments over the remaining months of the contract. During the six months ended June 30, 2024 and the twelve months ended December 31, 2023, CoreCivic recognized $78.1 million and $156.1 million, respectively, in revenue under the amended IGSA, with the unrecognized balance of the fixed monthly payments reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion at December 31, 2023 is reflected as deferred revenue on the accompanying consolidated balance sheets. As of June 30, 2024 and December 31, 2023, total deferred revenue associated with this agreement amounted to $6.0 million and $7.3 million, respectively. As a result of the notification of the intent to terminate the IGSA, the Company reported the total deferred revenue balance as a current liability within accounts payable and accrued expenses as of June 30, 2024. Upon termination of the IGSA in the third quarter of 2024, when no further service obligation exists, CoreCivic will recognize the remaining balance of the deferred revenue amount.

CoreCivic leases the STFRC and the site upon which it was constructed from a third-party lessor. CoreCivic's lease agreement with the third-party lessor is over a base period concurrent with the IGSA with ICE which was amended in September 2020 to extend the term of the agreement through September 2026. The extended lease agreement provides CoreCivic with the ability to terminate the lease with a notification period of at least 60 days if ICE terminates the extended IGSA. Upon being notified by ICE of its intent to terminate the IGSA at the STFRC, CoreCivic provided notice to the third-party lessor of its intent to terminate the lease agreement effective August 9, 2024. In accordance with ASC 842, "Leases", CoreCivic remeasured the lease liability and recorded a corresponding adjustment of $57.0 million to the associated right of use asset to reflect the reduction to the lease term. In addition, CoreCivic estimates a non-cash asset impairment charge of approximately $3.0 million to $3.6 million during the third quarter of 2024 associated with property and equipment at the STFRC, in the event we are unable to transfer the assets to other CoreCivic facilities.

v3.24.2.u1
DEBT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
4.
DEBT

Debt outstanding as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Credit Facility maturing October 2028. Interest
payable periodically at variable interest rates
. The rate at
    June 30, 2024 was
8.4%.

 

$

25,000

 

 

$

 

Term Loan maturing October 2028. Interest payable
periodically at variable interest rates
. The rate at
    June 30, 2024 and December 31, 2023 was
8.4%
    and
8.7%, respectively. Unamortized debt issuance
    costs amounted to $
1.4 million and $1.5 million at
   June 30, 2024 and December 31, 2023, respectively.

 

 

121,875

 

 

 

125,000

 

4.75% Senior Notes maturing October 2027. Unamortized debt
    issuance costs amounted to $
1.3 million and $1.5 million at
    June 30, 2024 and December 31, 2023, respectively.

 

 

243,068

 

 

 

243,068

 

8.25% Senior Notes maturing April 2026. Unamortized debt
    issuance costs amounted to $
5.8 million at December 31, 2023.
    The 8.25% Senior Notes were redeemed on April 15, 2024, as
    further described below.

 

 

 

 

 

593,113

 

8.25% Senior Notes maturing April 2029. Unamortized debt
    issuance costs amounted to $
8.6 million at June 30, 2024.

 

 

500,000

 

 

 

 

4.43% Lansing Correctional Facility Non-Recourse Mortgage
    Note maturing
January 2040. Unamortized debt issuance
    costs amounted to $
2.6 million at June 30, 2024
    and December 31, 2023.

 

 

142,894

 

 

 

145,510

 

Total debt

 

 

1,032,837

 

 

 

1,106,691

 

Unamortized debt issuance costs

 

 

(13,857

)

 

 

(12,052

)

Net unamortized original issue premium

 

 

 

 

 

434

 

Current portion of long-term debt

 

 

(11,832

)

 

 

(11,597

)

Long-term debt, net

 

$

1,007,148

 

 

$

1,083,476

 

 

Bank Credit Facility. On October 11, 2023, CoreCivic entered into a Fourth Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of $400.0 million, consisting of a $125.0 million term loan (the "Term Loan") and a revolving credit facility with a borrowing capacity of $275.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of October 2028. The Bank Credit Facility includes an option to increase the availability under the Revolving Credit Facility and to request additional term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200.0 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount. At CoreCivic's option, interest on outstanding borrowings under the Bank Credit Facility is based on either a base rate plus a margin ranging from 1.75% to 3.5% based upon the Company’s then-current total leverage ratio, or at Term SOFR (as defined in the Bank Credit Facility), which is a forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.75% to 4.5% based on the Company’s then-current total leverage ratio. The Revolving Credit Facility includes a $25.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate plus the applicable margin from the Administrative Agent (as defined in the Bank Credit Facility) on same-day notice.

Based on the Company's total leverage ratio, interest on loans under the previous bank credit facility through October 10, 2023, was at a base rate plus a margin of 2.25% or at the Bloomberg Short-Term Bank Yield ("BSBY") plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the then-existing revolving credit facility, which had a borrowing capacity of $250.0 million. From October 11, 2023 through the first full fiscal quarter of 2024, loans under the Bank Credit Facility bore interest at a base rate plus a margin of 2.25% or at Term SOFR plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the Revolving Credit Facility, as the interest rate spreads were fixed under the terms of the Bank Credit Facility until the first calculation date occurring after the first full fiscal quarter after the closing date of the Bank Credit Facility. Based on the Company's total leverage ratio during the second quarter of 2024, the interest rate spread for base rate loans declined to 2.00%, the interest rate spread for Term SOFR loans was reduced to 3.00%, and the commitment fee decreased to 0.40%. The Revolving Credit Facility also has a $100.0 million sublimit for the issuance of standby letters of credit. As of June 30, 2024, CoreCivic had $25.0 million of borrowings outstanding under the Revolving Credit Facility, and $18.0 million in letters of credit outstanding resulting in $232.0 million available under the Revolving Credit Facility. The Term Loan, which had an outstanding principal balance of $121.9 million as of June 30, 2024, requires scheduled quarterly principal payments through October 2028, and is pre-payable without penalty.

The Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00, a secured leverage ratio of not more than 2.50 to 1.00, and a fixed charge coverage ratio of not less than 1.75 to 1.00. As of June 30, 2024, CoreCivic was in compliance with all such covenants. The Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries, 65% of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of the deposit accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage equals or exceeds 4.25 to 1.00 or (b) the Company incurs certain debt above a specified threshold, each known as a "springing lien" event, certain intangible assets and unencumbered real estate assets that meet a 50% loan-to-value requirement are required to be added as collateral. In addition, the Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements, and in each case subject to customary carveouts. The Bank Credit Facility is subject to cross-default provisions with respect to the terms of certain of CoreCivic's other material indebtedness and is subject to acceleration upon the occurrence of a change of control.

Senior Notes. Interest on the $243.1 million remaining aggregate principal amount of CoreCivic's 4.75% senior unsecured notes issued in October 2017 with an original principal amount of $250.0 million (the "4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 4.75% Senior Notes are scheduled to mature on October 15, 2027. During 2023, the Company purchased $6.9 million principal amount of the 4.75% Senior Notes through open market purchases, reducing the outstanding balance of the 4.75% Senior Notes to $243.1 million as of December 31, 2023. Interest on the aggregate principal amount of CoreCivic's 8.25% senior unsecured notes issued in April and September 2021, with an original principal amount of $675.0 million (the "Old 8.25% Senior Notes"), accrued at the stated rate and was payable in April and October of each year. The Old 8.25% Senior Notes were scheduled to mature on April 15, 2026. During 2022 and 2023, the Company purchased $81.9 million principal amount of the Old 8.25% Senior Notes through open market purchases reducing the outstanding balance of the Old 8.25% Senior Notes to $593.1 million as of December 31, 2023.

On March 4, 2024, the Company commenced a cash tender offer (the "Tender Offer") for any and all of the $593.1 million outstanding principal amount of its outstanding Old 8.25% Senior Notes. As a result of the Tender Offer, $494.3 million aggregate principal amount of the Old 8.25% Senior Notes, or approximately 83.3% of the aggregate principal amount of the Old 8.25% Senior Notes outstanding, had been validly tendered and not validly withdrawn. The Company accepted for purchase and paid for all of the Old 8.25% Senior Notes that were validly tendered and not validly withdrawn. Holders of the Old 8.25% Senior Notes who validly tendered received in cash $1,043.75 per $1,000 principal amount of the Old 8.25% Senior Notes validly tendered, plus accrued and unpaid interest from the October 15, 2023 interest payment date for the Old 8.25% Senior Notes up to, but not including, the settlement date, March 12, 2024. On March 15, 2024, the Company announced that it delivered an irrevocable notice to the holders of all CoreCivic's Old 8.25% Senior Notes that had not been validly tendered or had been validly withdrawn in the Tender Offer, that CoreCivic had elected to redeem in full the Old 8.25% Senior Notes that remained outstanding on April 15, 2024. The remaining principal amount of the outstanding Old 8.25% Senior Notes, which amounted to $98.8 million, was redeemed on April 15, 2024, at a redemption price equal to 104.125% of the principal amount of the outstanding Old 8.25% Senior Notes, plus accrued and unpaid interest on such Old 8.25% Senior Notes to, but not including, April 15, 2024.

In connection with the Tender Offer, on March 12, 2024, the Company completed an underwritten registered public offering of $500.0 million aggregate principal amount of 8.25% senior unsecured notes due 2029 (the "New 8.25% Senior Notes"), which are guaranteed by all the Company's subsidiaries that guarantee the Bank Credit Facility, the 4.75% Senior Notes, and the Old 8.25% Senior Notes (until their repayment and satisfaction on April 15, 2024). The New 8.25% Senior Notes were offered pursuant to CoreCivic's shelf registration statement on Form S-3, which became effective upon filing with the SEC on March 4, 2024. The net proceeds from the issuance of the New 8.25% Senior Notes totaled approximately $490.3 million, after deducting underwriting discounts and offering expenses. The Company used the net proceeds from the offering of the New 8.25% Senior Notes, together with borrowings under the Revolving Credit Facility and cash on hand, to fund the Tender Offer, and to redeem the remaining outstanding balance of the Old 8.25% Senior Notes on April 15, 2024. CoreCivic recorded charges totaling $4.1 million and $31.3 million during the three and six months ended June 30, 2024, respectively, associated with the Tender Offer and redemption of the Old 8.25% Senior Notes, including the non-cash write-off of unamortized loan issuance costs and original issue premium.

The 4.75% Senior Notes and the New 8.25% Senior Notes (collectively, the "Senior Notes") are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the Bank Credit Facility. CoreCivic may redeem all or part of the 4.75% Senior Notes at any time prior to three months before their maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 4.75% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The Company may redeem all or part of the New 8.25% Senior Notes at any time prior to April 15, 2026, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the New 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125% beginning on April 15, 2026, 102.063% beginning on April 15, 2027, and 100% beginning on April 15, 2028, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date.

The indentures governing the Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in control, CoreCivic must offer to repurchase all or any portion of the Senior Notes. The offer price for the Senior Notes in connection with a change in control would be 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to the New 8.25% Senior Notes additionally limit CoreCivic's ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness. The Senior Notes are also subject to cross-default provisions with certain of CoreCivic's other indebtedness, which includes the Bank Credit Facility.

Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, 20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Bank Credit Facility, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Bank Credit Facility. As of June 30, 2024, the outstanding balance of the Kansas Notes was $142.9 million.

 

Debt Maturities. Scheduled principal payments as of June 30, 2024 for the remainder of 2024, the next five years, and thereafter were as follows (in thousands):

 

2024 (remainder)

 

$

5,857

 

2025

 

 

12,073

 

2026

 

 

15,701

 

2027

 

 

262,423

 

2028

 

 

122,995

 

2029

 

 

507,985

 

Thereafter

 

 

105,803

 

Total debt

 

$

1,032,837

 

v3.24.2.u1
STOCKHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY
5.
STOCKHOLDERS' EQUITY

Share Repurchase Program

On May 12, 2022, the Company's Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of the Company's common stock, or a total aggregate authorized amount to repurchase up to $225.0 million of the Company's common stock. On May 16, 2024, the BOD authorized an additional increase to the share repurchase program by which the Company may purchase up to an additional $125.0 million in shares of the Company's outstanding common stock, increasing the total aggregate authorization to up to $350.0 million. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of its common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. Through December 31, 2023, the Company repurchased 10.1 million shares of its common stock at a total cost of $112.6 million, excluding costs associated with the share repurchase program, or $11.16 per share. During the six months ended June 30, 2024, the Company repurchased 4.0 million shares of its common stock at a total cost of $59.5 million, excluding costs associated with the share repurchase program, or $14.80 per share, including 1.3 million shares at an aggregate cost of $20.1 million during the second quarter of 2024. As of June 30, 2024, the Company had repurchased a total of 14.1 million common shares at an aggregate cost of $172.1 million, or $12.20 per share, and had $177.9 million of repurchase authorization available under the share repurchase program.

Restricted Stock Units

During the six months ended June 30, 2024, CoreCivic issued approximately 1.6 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $23.5 million, including 1.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During the full year 2023, CoreCivic issued approximately 2.0 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $22.3 million, including 1.8 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.2 million RSUs to employees whose compensation is charged to operating expense.

CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2022, 2023 and 2024 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2022, 2023, and 2024 for the 2022 awards, December 31, 2023, 2024, and 2025 for the 2023 awards, and December 31, 2024, 2025, and 2026 for the 2024 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2025 and 2026 have not yet been established, the values of the third RSU increment of the 2023 awards and of the second and third increments of the 2024 awards for financial reporting purposes will not be determined until such criteria are established. A portion of the RSU award granted to CoreCivic's chief executive officer in 2024 contains a single performance-based vesting condition that results in full vesting on the later of (i) the second anniversary of the award or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the fiscal year ending December 31, 2025, if the performance criteria is met for the year ending December 31, 2025, or no vesting if the performance criteria is not met for such year. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award. As of June 30, 2024, approximately 3.3 million RSUs remained outstanding and subject to vesting.

During the three months ended June 30, 2024, CoreCivic expensed $5.0 million, net of forfeitures, relating to RSUs ($0.3 million of which was recorded in operating expenses and $4.7 million of which was recorded in general and administrative expenses). During the three months ended June 30, 2023, CoreCivic expensed $5.3 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $4.9 million of which was recorded in general and administrative expenses).

During the six months ended June 30, 2024, CoreCivic expensed $11.1 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $10.2 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2023, CoreCivic expensed $10.2 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $9.3 million of which was recorded in general and administrative expenses).

v3.24.2.u1
EARNINGS PER SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
6.
EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards.

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

NUMERATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

DENOMINATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock-based awards

 

 

578

 

 

 

324

 

 

 

879

 

 

 

631

 

Weighted average shares and assumed conversions

 

 

111,532

 

 

 

113,952

 

 

 

112,509

 

 

 

114,471

 

BASIC EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.26

 

 

$

0.24

 

DILUTED EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.25

 

 

$

0.24

 

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
7.
COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to self-insurance risk.

Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's consolidated financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies.

CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs and expenses those items as incurred.

ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC's Voluntary Work Program ("VWP") violates state labor laws including state minimum wage laws. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees who participated in an ICE VWP at a CoreCivic facility. It also certified a state law class of former and current detainees who participated in a VWP wherever the Company held ICE detainees in California. The Company has exhausted appeals of the class certification order. On May 6, 2024, the district court stayed the filing of dispositive motions on state law claims under California law pending the outcome of a related case being prosecuted by another private prison company. That case is currently on appeal in the Ninth Circuit Court of Appeals. The claims resulting in certified classes are proceeding in all other respects in the United States District Court for the Southern District of California, where the discovery process has commenced. A second California lawsuit concerning OMDC has been stayed pending the outcome of class proceedings in the first California case described above.

Due to the stage of the ongoing proceedings, the Company cannot reasonably predict the outcomes, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to these matters at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits.

v3.24.2.u1
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
8.
INCOME TAXES

Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. CoreCivic recorded an income tax expense of $8.6 million and $4.2 million for the three months ended June 30, 2024 and 2023, respectively. CoreCivic recorded an income tax expense of $8.1 million and $12.3 million for the six months ended June 30, 2024 and 2023, respectively. The Company’s income tax expense for the six months ended June 30, 2024 varied from its statutory tax rate primarily due to a $2.6 million tax benefit for stock-based compensation vesting recognized in the first quarter of 2024. The Company’s income tax expense for the six months ended June 30, 2023 varied from its statutory tax rate primarily due to a $0.9 million charge for the revaluation of deferred tax liabilities due to an internal restructuring.

The Inflation Reduction Act of 2022 (the "Inflation Reduction Act") was signed into law on August 16, 2022. Among other provisions, the Inflation Reduction Act creates an excise tax of 1% on the fair value of net stock repurchases in excess of share issuances made by publicly traded U.S. corporations, effective for repurchases after December 31, 2022. The impact of this excise tax on the Company’s financial position, and/or liquidity, in future periods, will vary based on the level of net stock repurchases in excess of share issuances made by the Company in a given year. The Company has concluded that the excise tax associated with stock repurchases is properly recognized as a component of equity given that it is a direct cost associated with the repurchase of common stock. The excise tax recognized during the six months ended June 30, 2024 and 2023 was estimated to be $0.4 million and $0.1 million, respectively, associated with the repurchase of shares, net of the shares issued during the same period for restricted stock plans as permitted by the issuance offset rule under the Inflation Reduction Act.

Income Tax Contingencies

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

CoreCivic had no liabilities recorded for uncertain tax positions as of June 30, 2024 and December 31, 2023. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months.

v3.24.2.u1
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING
9.
SEGMENT REPORTING

As of June 30, 2024, CoreCivic operated 43 correctional and detention facilities, 39 of which the Company owned. In addition, CoreCivic operated 23 residential reentry centers and owned 6 properties held for lease to government agencies. Management views CoreCivic's operating results in three operating segments, CoreCivic Safety, CoreCivic Community, and CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties held for lease to government agencies. The operating performance of the three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating expenses.

The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

455,373

 

 

$

421,743

 

 

$

913,119

 

 

$

839,393

 

Community

 

 

30,302

 

 

 

28,364

 

 

 

60,202

 

 

 

54,778

 

Properties

 

 

4,416

 

 

 

13,574

 

 

 

17,455

 

 

 

27,411

 

Total segment revenue

 

 

490,091

 

 

 

463,681

 

 

 

990,776

 

 

 

921,582

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

348,121

 

 

 

335,726

 

 

 

698,219

 

 

 

664,124

 

Community

 

 

24,134

 

 

 

22,905

 

 

 

48,278

 

 

 

45,620

 

Properties

 

 

3,462

 

 

 

3,324

 

 

 

7,297

 

 

 

6,685

 

Total segment operating expenses

 

 

375,717

 

 

 

361,955

 

 

 

753,794

 

 

 

716,429

 

Facility net operating income:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

107,252

 

 

 

86,017

 

 

 

214,900

 

 

 

175,269

 

Community

 

 

6,168

 

 

 

5,459

 

 

 

11,924

 

 

 

9,158

 

Properties

 

 

954

 

 

 

10,250

 

 

 

10,158

 

 

 

20,726

 

Total facility net operating income

 

 

114,374

 

 

 

101,726

 

 

 

236,982

 

 

 

205,153

 

Other revenue (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

18

 

 

 

1

 

 

 

19

 

 

 

102

 

Other operating expense

 

 

(18

)

 

 

(53

)

 

 

(44

)

 

 

(116

)

General and administrative

 

 

(33,910

)

 

 

(32,612

)

 

 

(70,375

)

 

 

(65,291

)

Depreciation and amortization

 

 

(32,145

)

 

 

(31,615

)

 

 

(63,875

)

 

 

(62,657

)

Interest expense, net

 

 

(17,110

)

 

 

(18,268

)

 

 

(35,723

)

 

 

(37,419

)

Expenses associated with debt repayments
    and refinancing transactions

 

 

(4,074

)

 

 

(226

)

 

 

(31,316

)

 

 

(226

)

Gain (loss) on sale of real estate assets, net

 

 

 

 

 

(25

)

 

 

568

 

 

 

(25

)

Other income

 

 

444

 

 

 

78

 

 

 

386

 

 

 

31

 

 Income before income taxes

 

$

27,579

 

 

$

19,006

 

 

$

36,622

 

 

$

39,552

 

The following table summarizes capital expenditures including accrued amounts for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

13,983

 

 

$

13,993

 

 

$

21,480

 

 

$

17,562

 

Community

 

 

795

 

 

 

226

 

 

 

2,702

 

 

 

640

 

Properties

 

 

422

 

 

 

495

 

 

 

727

 

 

 

543

 

Corporate and other

 

 

3,528

 

 

 

1,741

 

 

 

4,436

 

 

 

3,933

 

Total capital expenditures

 

$

18,728

 

 

$

16,455

 

 

$

29,345

 

 

$

22,678

 

The total assets are as follows (in thousands):

 

 

June 30, 2024

 

 

December 31, 2023

 

Assets:

 

 

 

 

 

 

     Safety

 

$

2,165,880

 

 

$

2,284,243

 

     Community

 

 

202,278

 

 

 

213,145

 

     Properties

 

 

389,105

 

 

 

402,889

 

     Corporate and other

 

 

145,948

 

 

 

205,122

 

Total Assets

 

$

2,903,211

 

 

$

3,105,399

 

v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Risks and Uncertainties

Risks and Uncertainties

On January 26, 2021, President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities ("Private Prison EO"). The Private Prison EO directs the Attorney General to not renew United States Department of Justice ("DOJ") contracts with privately operated criminal detention facilities. The United States Marshals Service ("USMS") is an agency of the DOJ that utilizes CoreCivic's facilities and services, and accounted for 20% and 21% of CoreCivic's total revenue for the six months ended June 30, 2024 and the twelve months ended December 31, 2023, respectively. Another federal agency that utilizes CoreCivic's facilities and services, U.S. Immigration and Customs Enforcement ("ICE"), is not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security ("DHS"), not the DOJ.

CoreCivic currently has two detention facilities that have direct contracts with the USMS. Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023 and now expires in September 2028. The second direct contract with the USMS expires in September 2025. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)" ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and expects to adopt it for the year ending December 31, 2024, including any additional required disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" ("ASU 2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects to adopt it for the year ending December 31, 2025, including any additional required disclosures.

In March 2024, the SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters (the "Climate Disclosure Rules"). The Climate Disclosure Rules include disclosures relating to climate-related risks and risk management as well as the board and management's governance of such risks. In addition, the Climate Disclosure Rules include requirements to disclose, in the audited consolidated financial statements, the financial effects of severe weather events and other natural conditions meeting certain thresholds, as well as carbon offsets and renewable energy credits. Larger registrants, including CoreCivic, will also be required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. Applicability of the Climate Disclosure Rules begins for CoreCivic for the fiscal year ending December 31, 2025. On April 4, 2024, the SEC announced that it would stay the Climate Disclosure Rules as it faces legal challenges regarding implementation of such rules. The Company is currently assessing the impact of these rules, if implemented, on the Company's consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2024 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

To meet the reporting requirements of Accounting Standards Codification ("ASC") 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At June 30, 2024 and December 31, 2023, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Debt

 

$

(1,032,837

)

 

$

(1,023,065

)

 

$

(1,106,691

)

 

$

(1,090,326

)

v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value At June 30, 2024 and December 31, 2023, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Debt

 

$

(1,032,837

)

 

$

(1,023,065

)

 

$

(1,106,691

)

 

$

(1,090,326

)

v3.24.2.u1
REAL ESTATE AND OTHER TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2024
Text Block [Abstract]  
Summary of Idled Facilities and Respective Carrying Values The following table summarizes each of the idled facilities and their respective design capacities, carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands):

 

 

 

 

 

 

Net Carrying Values

 

 

 

Design

 

 

June 30,

 

 

December 31,

 

Facility

 

Capacity

 

 

2024

 

 

2023

 

Prairie Correctional Facility

 

 

1,600

 

 

$

12,808

 

 

$

13,230

 

Huerfano County Correctional Center

 

 

752

 

 

 

13,975

 

 

 

14,058

 

Diamondback Correctional Facility

 

 

2,160

 

 

 

32,859

 

 

 

33,764

 

Marion Adjustment Center

 

 

826

 

 

 

9,949

 

 

 

9,968

 

Kit Carson Correctional Center

 

 

1,488

 

 

 

47,191

 

 

 

47,638

 

West Tennessee Detention Facility

 

 

600

 

 

 

18,096

 

 

 

18,568

 

Midwest Regional Reception Center

 

 

1,033

 

 

 

48,927

 

 

 

49,736

 

North Fork Correctional Facility

 

 

2,400

 

 

 

58,643

 

 

 

60,044

 

California City Correctional Center

 

 

2,560

 

 

 

74,966

 

 

 

75,430

 

 

 

 

13,419

 

 

$

317,414

 

 

$

322,436

 

v3.24.2.u1
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt Outstanding

Debt outstanding as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Credit Facility maturing October 2028. Interest
payable periodically at variable interest rates
. The rate at
    June 30, 2024 was
8.4%.

 

$

25,000

 

 

$

 

Term Loan maturing October 2028. Interest payable
periodically at variable interest rates
. The rate at
    June 30, 2024 and December 31, 2023 was
8.4%
    and
8.7%, respectively. Unamortized debt issuance
    costs amounted to $
1.4 million and $1.5 million at
   June 30, 2024 and December 31, 2023, respectively.

 

 

121,875

 

 

 

125,000

 

4.75% Senior Notes maturing October 2027. Unamortized debt
    issuance costs amounted to $
1.3 million and $1.5 million at
    June 30, 2024 and December 31, 2023, respectively.

 

 

243,068

 

 

 

243,068

 

8.25% Senior Notes maturing April 2026. Unamortized debt
    issuance costs amounted to $
5.8 million at December 31, 2023.
    The 8.25% Senior Notes were redeemed on April 15, 2024, as
    further described below.

 

 

 

 

 

593,113

 

8.25% Senior Notes maturing April 2029. Unamortized debt
    issuance costs amounted to $
8.6 million at June 30, 2024.

 

 

500,000

 

 

 

 

4.43% Lansing Correctional Facility Non-Recourse Mortgage
    Note maturing
January 2040. Unamortized debt issuance
    costs amounted to $
2.6 million at June 30, 2024
    and December 31, 2023.

 

 

142,894

 

 

 

145,510

 

Total debt

 

 

1,032,837

 

 

 

1,106,691

 

Unamortized debt issuance costs

 

 

(13,857

)

 

 

(12,052

)

Net unamortized original issue premium

 

 

 

 

 

434

 

Current portion of long-term debt

 

 

(11,832

)

 

 

(11,597

)

Long-term debt, net

 

$

1,007,148

 

 

$

1,083,476

 

Schedule of Principal Payments Scheduled principal payments as of June 30, 2024 for the remainder of 2024, the next five years, and thereafter were as follows (in thousands):

 

2024 (remainder)

 

$

5,857

 

2025

 

 

12,073

 

2026

 

 

15,701

 

2027

 

 

262,423

 

2028

 

 

122,995

 

2029

 

 

507,985

 

Thereafter

 

 

105,803

 

Total debt

 

$

1,032,837

 

v3.24.2.u1
EARNINGS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Calculation of Numerator and Denominator in Earnings Per Share

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

NUMERATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,954

 

 

$

14,830

 

 

$

28,497

 

 

$

27,230

 

DENOMINATOR

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

110,954

 

 

 

113,628

 

 

 

111,630

 

 

 

113,840

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock-based awards

 

 

578

 

 

 

324

 

 

 

879

 

 

 

631

 

Weighted average shares and assumed conversions

 

 

111,532

 

 

 

113,952

 

 

 

112,509

 

 

 

114,471

 

BASIC EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.26

 

 

$

0.24

 

DILUTED EARNINGS PER SHARE

 

$

0.17

 

 

$

0.13

 

 

$

0.25

 

 

$

0.24

 

v3.24.2.u1
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes

The revenue and facility net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

455,373

 

 

$

421,743

 

 

$

913,119

 

 

$

839,393

 

Community

 

 

30,302

 

 

 

28,364

 

 

 

60,202

 

 

 

54,778

 

Properties

 

 

4,416

 

 

 

13,574

 

 

 

17,455

 

 

 

27,411

 

Total segment revenue

 

 

490,091

 

 

 

463,681

 

 

 

990,776

 

 

 

921,582

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

348,121

 

 

 

335,726

 

 

 

698,219

 

 

 

664,124

 

Community

 

 

24,134

 

 

 

22,905

 

 

 

48,278

 

 

 

45,620

 

Properties

 

 

3,462

 

 

 

3,324

 

 

 

7,297

 

 

 

6,685

 

Total segment operating expenses

 

 

375,717

 

 

 

361,955

 

 

 

753,794

 

 

 

716,429

 

Facility net operating income:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

 

107,252

 

 

 

86,017

 

 

 

214,900

 

 

 

175,269

 

Community

 

 

6,168

 

 

 

5,459

 

 

 

11,924

 

 

 

9,158

 

Properties

 

 

954

 

 

 

10,250

 

 

 

10,158

 

 

 

20,726

 

Total facility net operating income

 

 

114,374

 

 

 

101,726

 

 

 

236,982

 

 

 

205,153

 

Other revenue (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

18

 

 

 

1

 

 

 

19

 

 

 

102

 

Other operating expense

 

 

(18

)

 

 

(53

)

 

 

(44

)

 

 

(116

)

General and administrative

 

 

(33,910

)

 

 

(32,612

)

 

 

(70,375

)

 

 

(65,291

)

Depreciation and amortization

 

 

(32,145

)

 

 

(31,615

)

 

 

(63,875

)

 

 

(62,657

)

Interest expense, net

 

 

(17,110

)

 

 

(18,268

)

 

 

(35,723

)

 

 

(37,419

)

Expenses associated with debt repayments
    and refinancing transactions

 

 

(4,074

)

 

 

(226

)

 

 

(31,316

)

 

 

(226

)

Gain (loss) on sale of real estate assets, net

 

 

 

 

 

(25

)

 

 

568

 

 

 

(25

)

Other income

 

 

444

 

 

 

78

 

 

 

386

 

 

 

31

 

 Income before income taxes

 

$

27,579

 

 

$

19,006

 

 

$

36,622

 

 

$

39,552

 

Summary of Capital Expenditures Including Accrued Amounts

The following table summarizes capital expenditures including accrued amounts for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Safety

 

$

13,983

 

 

$

13,993

 

 

$

21,480

 

 

$

17,562

 

Community

 

 

795

 

 

 

226

 

 

 

2,702

 

 

 

640

 

Properties

 

 

422

 

 

 

495

 

 

 

727

 

 

 

543

 

Corporate and other

 

 

3,528

 

 

 

1,741

 

 

 

4,436

 

 

 

3,933

 

Total capital expenditures

 

$

18,728

 

 

$

16,455

 

 

$

29,345

 

 

$

22,678

 

Schedule of Total Assets

The total assets are as follows (in thousands):

 

 

June 30, 2024

 

 

December 31, 2023

 

Assets:

 

 

 

 

 

 

     Safety

 

$

2,165,880

 

 

$

2,284,243

 

     Community

 

 

202,278

 

 

 

213,145

 

     Properties

 

 

389,105

 

 

 

402,889

 

     Corporate and other

 

 

145,948

 

 

 

205,122

 

Total Assets

 

$

2,903,211

 

 

$

3,105,399

 

v3.24.2.u1
ORGANIZATION AND OPERATIONS - Additional Information (Detail)
6 Months Ended
Jun. 30, 2024
Property
Bed
Segment
Facility
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of Operating segments | Segment 3
CoreCivic Safety  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of facilities operated by the company | Facility 43
Number of facilities owned by the company | Facility 39
Number of beds at the facility | Bed 65,000
CoreCivic Community  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of centers owned and operated by company | Facility 23
Number of beds at the center | Bed 5,000
CoreCivic Properties  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of beds at the facility | Bed 10,000
Number of properties held for lease to government agencies | Property 6
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
United States Marshals Service | Sales Revenue, Net | Government Contracts Concentration Risk    
Percentage of revenues generated from government management contracts 20.00% 21.00%
v3.24.2.u1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt, Carrying Amount $ (1,032,837) $ (1,106,691)
Debt, Fair Value $ (1,023,065) $ (1,090,326)
v3.24.2.u1
REAL ESTATE AND OTHER TRANSACTIONS - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
Bed
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Bed
Facility
Mar. 31, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Facility
Bed
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2014
USD ($)
Installment
Jun. 10, 2024
Bed
Facility Activations Developments And Closures [Line Items]                    
Aggregate carrying value of the property and equipment $ 2,083,178   $ 2,083,178     $ 2,083,178   $ 2,114,522    
Operating Costs and Expenses     375,735   $ 362,008 753,838 $ 716,545      
Revenue     490,109   463,682 $ 990,795 921,684      
Company Owned Bed | Bed                   2,400
Forecast | Minimum                    
Facility Activations Developments And Closures [Line Items]                    
Non-cash asset impairment charge   $ 3,000                
Forecast | Maximum                    
Facility Activations Developments And Closures [Line Items]                    
Non-cash asset impairment charge   $ 3,600                
South Texas Family Residential Center / ICE                    
Facility Activations Developments And Closures [Line Items]                    
Agreement notice period for termination           60 days        
Lease Liabilities and Adjustments           $ 57,000        
South Texas Family Residential Center | South Texas Family Residential Center / ICE                    
Facility Activations Developments And Closures [Line Items]                    
Number of installments | Installment                 2  
Amount to be settled as an installment                 $ 35,000  
Deferred revenue noncurrent                 $ 70,000  
Revenue           78,100   156,100    
Deferred revenue 6,000   6,000     $ 6,000   7,300    
Idled Correctional Facilities                    
Facility Activations Developments And Closures [Line Items]                    
Number of facility | Facility           9        
Idle Facilities                    
Facility Activations Developments And Closures [Line Items]                    
Operating Costs and Expenses     5,800   $ 2,400 $ 9,400 $ 5,300      
Facility In Oklahoma And Corecivic Community Segment [Member]                    
Facility Activations Developments And Closures [Line Items]                    
Gross sale price 3,700                  
Aggregate carrying value of the property and equipment $ 2,200   $ 2,200     $ 2,200        
Company Owned Bed | Bed 390   390     390        
Facility in Colorado and CoreCivic Community Segment [Member]                    
Facility Activations Developments And Closures [Line Items]                    
Gain on sale of properties       $ 500            
Net proceeds from sale of properties       8,000            
Unused Parcel Of Land In Texas [Member]                    
Facility Activations Developments And Closures [Line Items]                    
Gain on sale of properties       100            
Net proceeds from sale of properties       $ 200            
Three Community Corrections Facilities And One Vacant Parcel Of Land [Member]                    
Facility Activations Developments And Closures [Line Items]                    
Gain on sale of properties               800    
Net proceeds from sale of properties               $ 10,800    
Community | Idle Facilities                    
Facility Activations Developments And Closures [Line Items]                    
Number of facility | Facility     2              
Number of beds at the facility | Bed 450   450     450        
Net carrying value $ 3,300   $ 3,300     $ 3,300        
Safety                    
Facility Activations Developments And Closures [Line Items]                    
Number of beds at the facility | Bed 65,000   65,000     65,000        
Safety | Idled Non-Core Facilities                    
Facility Activations Developments And Closures [Line Items]                    
Number of facility | Facility           1        
Number of beds at the facility | Bed 240   240     240        
Net carrying value $ 2,800   $ 2,800     $ 2,800        
v3.24.2.u1
REAL ESTATE AND OTHER TRANSACTIONS - Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail)
$ in Thousands
Jun. 30, 2024
USD ($)
Bed
Dec. 31, 2023
USD ($)
Prairie Correctional Facility    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 1,600  
Net Carrying Value | $ $ 12,808 $ 13,230
Huerfano County Correctional Center    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 752  
Net Carrying Value | $ $ 13,975 14,058
Diamondback Correctional Facility    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 2,160  
Net Carrying Value | $ $ 32,859 33,764
Marion Adjustment Center    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 826  
Net Carrying Value | $ $ 9,949 9,968
Kit Carson Correctional Center    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 1,488  
Net Carrying Value | $ $ 47,191 47,638
West Tennessee Detention Facility    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 600  
Net Carrying Value | $ $ 18,096 18,568
Midwest Regional Reception Center    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 1,033  
Net Carrying Value | $ $ 48,927 49,736
North Fork Correctional Facility    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 2,400  
Net Carrying Value | $ $ 58,643 60,044
California City Correctional Center    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 2,560  
Net Carrying Value | $ $ 74,966 75,430
Idle Facilities    
Facility Activations Developments And Closures [Line Items]    
Design Capacity | Bed 13,419  
Net Carrying Value | $ $ 317,414 $ 322,436
v3.24.2.u1
DEBT - Schedule of Debt Outstanding (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 04, 2024
Dec. 31, 2023
Dec. 31, 2022
Oct. 31, 2017
Debt Instrument [Line Items]          
Total debt $ 1,032,837   $ 1,106,691    
Unamortized debt issuance costs (13,857)   (12,052)    
Net unamortized original issue premium 0   434    
Current portion of long-term debt (11,832)   (11,597)    
Long-term debt, net 1,007,148   1,083,476    
Revolving Credit Facility Due In October 2028          
Debt Instrument [Line Items]          
Total debt 25,000   0    
Term Loan Due In October 2028          
Debt Instrument [Line Items]          
Total debt 121,875   125,000    
Unamortized debt issuance costs (1,400)   (1,500)    
Senior Notes 4.75% Due 2027          
Debt Instrument [Line Items]          
Total debt 243,068   243,068   $ 243,100
Unamortized debt issuance costs (1,300)   (1,500)    
Senior Notes 8.25% Due 2026          
Debt Instrument [Line Items]          
Total debt 0 $ 593,100 593,113 $ 593,100  
Unamortized debt issuance costs     (5,800)    
Senior Notes 8.25% Due 2029          
Debt Instrument [Line Items]          
Total debt 500,000   0    
Unamortized debt issuance costs (8,600)        
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040          
Debt Instrument [Line Items]          
Total debt 142,894   145,510    
Unamortized debt issuance costs $ (2,600)   $ (2,600)    
v3.24.2.u1
DEBT - Schedule of Debt Outstanding (Parenthetical) (Detail) - USD ($)
$ in Thousands
1 Months Ended 6 Months Ended
Apr. 30, 2021
Oct. 31, 2017
Jun. 30, 2024
Mar. 31, 2024
Mar. 15, 2024
Mar. 12, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]                
Debt maturity date   Oct. 15, 2027            
Unamortized debt issuance costs     $ 13,857       $ 12,052  
Term Loan Due In October 2028                
Debt Instrument [Line Items]                
Interest payable dates     Interest payable periodically at variable interest rates          
Debt maturity date     Oct. 31, 2028          
Unamortized debt issuance costs     $ 1,400       $ 1,500  
Term Loan A Due in May 2026                
Debt Instrument [Line Items]                
Debt interest rate     8.40%       8.70%  
Senior Notes 4.75% Due 2027                
Debt Instrument [Line Items]                
Debt maturity date     Oct. 31, 2027          
Unamortized debt issuance costs     $ 1,300       $ 1,500  
Stated interest rate   4.75% 4.75%       4.75%  
Senior Notes 8.25% Due 2026                
Debt Instrument [Line Items]                
Debt maturity date Apr. 15, 2026   Apr. 30, 2026          
Unamortized debt issuance costs             $ 5,800  
Stated interest rate 8.25%   8.25% 8.25% 8.25% 8.25%   8.25%
Senior Notes 8.25% Due 2029                
Debt Instrument [Line Items]                
Debt maturity date     Apr. 30, 2029          
Unamortized debt issuance costs     $ 8,600          
Stated interest rate     8.25%     8.25%    
Lansing Correctional Facility Non-Recourse Mortgage Note 4.43% Due 2040                
Debt Instrument [Line Items]                
Debt maturity date     Jan. 31, 2040          
Unamortized debt issuance costs     $ 2,600       $ 2,600  
Stated interest rate     4.43%          
Revolving Credit Facility | Revolving Credit Facility Due In October 2028                
Debt Instrument [Line Items]                
Revolving Credit Facility maturity date     Oct. 31, 2028          
Interest payable dates     Interest payable periodically at variable interest rates          
Debt interest rate     8.40%          
v3.24.2.u1
DEBT - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 15, 2024
Mar. 12, 2024
Oct. 11, 2023
Oct. 10, 2023
Apr. 20, 2018
Apr. 30, 2021
Oct. 31, 2017
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Mar. 15, 2024
Mar. 04, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]                                  
Offer price for senior notes, percentage                   101.00%              
Borrowings outstanding under credit facility               $ 25,000,000   $ 25,000,000              
Total debt               1,032,837,000   1,032,837,000         $ 1,106,691,000    
Debt Instrument outstanding balance               1,032,837,000   1,032,837,000         1,106,691,000    
Debt maturity date             Oct. 15, 2027                    
Expenses associated with debt repayments and refinancing transactions               4,074,000 $ 226,000 31,316,000 $ 226,000            
Charges associated with the tender offer and redemption               4,100,000   31,300,000              
Term Loan [Member]                                  
Debt Instrument [Line Items]                                  
Total debt               121,900,000   121,900,000              
Non-Recourse Senior Secured Notes | Private Placement                                  
Debt Instrument [Line Items]                                  
Debt Instrument outstanding balance               142,900,000   142,900,000              
Debt maturity date         Jan. 31, 2040                        
Stated interest rate         4.43%                        
Aggregate principal amount         $ 159,500,000                        
Scheduled maturity term         20 years                        
Expected project completion period         January 2020                        
Senior Notes Eight Point Two Five Percent Due Twenty Twenty Nine [Member]                                  
Debt Instrument [Line Items]                                  
Debt Instrument outstanding balance               $ 500,000,000   $ 500,000,000         0    
Debt maturity date                   Apr. 30, 2029              
Stated interest rate   8.25%           8.25%   8.25%              
Net proceeds from issuance of debt                   $ 490,300,000              
Debt Instrument Issued Principal   $ 500,000,000                              
Senior Notes Eight Point Two Five Percent Due Twenty Twenty Nine [Member] | Redemption Beginning on April 15, 2026                                  
Debt Instrument [Line Items]                                  
Debt instrument redemption percentage of par                   104.125%              
Debt instrument redemption beginning period                   Apr. 15, 2026              
Senior Notes Eight Point Two Five Percent Due Twenty Twenty Nine [Member] | Redemption Beginning on April 15, 2028                                  
Debt Instrument [Line Items]                                  
Debt instrument redemption percentage of par                   100.00%              
Debt instrument redemption beginning period                   Apr. 15, 2028              
Senior Notes Eight Point Two Five Percent Due Twenty Twenty Nine [Member] | Redemption Beginning on April 15, 2027                                  
Debt Instrument [Line Items]                                  
Debt instrument redemption percentage of par                   102.063%              
Debt instrument redemption beginning period                   Apr. 15, 2027              
Bank Credit Agreement [Member] | Term Loan [Member]                                  
Debt Instrument [Line Items]                                  
Initial Balance     $ 125,000,000                            
Senior Notes 4.75% Due 2027                                  
Debt Instrument [Line Items]                                  
Debt Instrument outstanding balance             $ 243,100,000 $ 243,068,000   $ 243,068,000         $ 243,068,000    
Debt maturity date                   Oct. 31, 2027              
Stated interest rate             4.75% 4.75%   4.75%         4.75%    
Aggregate principal amount             $ 250,000,000                    
Debt instrument redemption percentage of par             100.00%                    
Debt instrument repurchase amount                             $ 6,900,000    
Senior Notes 8.25% Due 2026                                  
Debt Instrument [Line Items]                                  
Debt Instrument outstanding balance               $ 0   $ 0       $ 593,100,000 $ 593,113,000 $ 593,100,000  
Debt maturity date           Apr. 15, 2026       Apr. 30, 2026              
Stated interest rate   8.25%       8.25%   8.25%   8.25%   8.25% 8.25%     8.25%  
Aggregate principal amount   $ 494,300,000                             $ 675,000,000
Debt instrument redemption percentage of par                   104.125%              
Debt instrument redemption beginning period                   Apr. 15, 2024              
Debt instrument redemption amount $ 98,800,000                                
Percentage Of Notes Outstanding Tendered   83.30%                              
Tendered received for notes holder per principal amount   $ 1,043.75                              
8.25% Senior Notes                                  
Debt Instrument [Line Items]                                  
Stated interest rate   8.25%                       8.25% 8.25%    
Previous Revolving Credit Facility [Member]                                  
Debt Instrument [Line Items]                                  
Line of credit facility, maximum borrowing capacity       $ 250,000,000                          
Bank Credit Facility [Member]                                  
Debt Instrument [Line Items]                                  
Line of credit facility, maximum borrowing capacity     $ 275,000,000                            
Debt maturity period     Oct. 31, 2028                            
Bank credit facility aggregate principal amount of additional borrowing     $ 200,000,000                            
Bank credit facility, Consolidated EBITDA     50.00%                            
Bank Credit Facility Aggregate Principal Amount     $ 400,000,000                            
Percentage of commitment fee to unfunded balance     0.45% 0.45%       0.40%                  
Percentage of capital stock of foreign subsidiary secured by pledge under Bank Credit Facility     65.00%                            
Percentage of loan to value     50.00%                            
Bank Credit Facility [Member] | Minimum                                  
Debt Instrument [Line Items]                                  
Fixed charge coverage ratio     1.75                            
Bank Credit Facility [Member] | Maximum                                  
Debt Instrument [Line Items]                                  
Total leverage ratio     4.5                            
Secured leverage ratio     2.5                            
Consolidated total leverage ratio     4.25                            
Bank Credit Facility [Member] | Base Rate                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     2.25% 2.25%       2.00%                  
Bank Credit Facility [Member] | Base Rate | Minimum                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     1.75%                            
Bank Credit Facility [Member] | Base Rate | Maximum                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     3.50%                            
Bank Credit Facility [Member] | Secured Overnight Financing Rate                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     3.25%         3.00%                  
Bank Credit Facility [Member] | Secured Overnight Financing Rate | Minimum                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     2.75%                            
Bank Credit Facility [Member] | Secured Overnight Financing Rate | Maximum                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate     4.50%                            
Bank Credit Facility [Member] | Bloomberg Short-Term Bank Yield Index (BSBY)                                  
Debt Instrument [Line Items]                                  
Debt instrument, percentage points added to reference rate       3.25%                          
Revolving Credit Facility                                  
Debt Instrument [Line Items]                                  
Sublimit swing line loans     $ 25,000,000                            
Line of credit facility, remaining borrowing capacity               $ 232,000,000   $ 232,000,000              
Sublimit for issuance of standby letters of credit               100,000,000   100,000,000              
Revolving Credit Facility letters of credit outstanding               18,000,000   18,000,000              
2022 and 2023 [Member] | Senior Notes 8.25% Due 2026                                  
Debt Instrument [Line Items]                                  
Debt instrument repurchase amount               $ 81,900,000   $ 81,900,000              
v3.24.2.u1
DEBT - Schedule of Principal Payments (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
2024 (remainder) $ 5,857  
2025 12,073  
2026 15,701  
2027 262,423  
2028 122,995  
2029 507,985  
Thereafter 105,803  
Total debt $ 1,032,837 $ 1,106,691
v3.24.2.u1
STOCKHOLDERS' EQUITY - Share Repurchase Program - Additional Information (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended 20 Months Ended 26 Months Ended
May 16, 2024
Aug. 02, 2022
Jun. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2023
Jun. 30, 2024
May 12, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]                
Share repurchase program, authorized Amount               $ 150.0
Stock repurchased during period, shares     1.3 4.0 10.1      
Stock repurchased during period, value     $ 20.1 $ 59.5 $ 112.6      
Shares repurchased, cost per share       $ 14.8   $ 11.16    
Share Repurchase Program [Member]                
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]                
Stock repurchased during period, shares             14.1  
Stock repurchased during period, value             $ 172.1  
Shares repurchased, cost per share             $ 12.2  
Stock repurchase, remaining authorized repurchase amount     $ 177.9 $ 177.9     $ 177.9  
Maximum                
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]                
Share repurchase program, authorized Amount $ 350.0 $ 225.0            
Share repurchase program, additional amount authorized to be repurchased $ 125.0 $ 75.0            
v3.24.2.u1
STOCKHOLDERS' EQUITY - Additional Information (Detail) - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Restricted common stock units remained outstanding and subject to vesting 3.3   3.3    
Restricted stock based awards          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Fair value of restricted common stock units issued by CoreCivic to certain of its employees and non-employee directors     $ 23.5   $ 22.3
Allocated share-based compensation expense $ 5.0 $ 5.3 $ 11.1 $ 10.2  
Restricted stock based awards | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Increase Decrease in vesting percentage based on performance relative to annual performance criteria     0.00%    
Increase Decrease in vesting percentage based on shareholder return relative to peer group     80.00%    
Restricted stock based awards | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Increase Decrease in vesting percentage based on performance relative to annual performance criteria     150.00%    
Increase Decrease in vesting percentage based on shareholder return relative to peer group     120.00%    
Restricted stock based awards | General and Administrative          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Allocated share-based compensation expense 4.7 4.9 $ 10.2 9.3  
Restricted stock based awards | Operating          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Allocated share-based compensation expense $ 0.3 $ 0.4 $ 0.9 $ 0.9  
Restricted stock based awards | Employees And Non Employee Directors          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Restricted common stock units issued by CoreCivic     1.6   2.0
Restricted stock based awards | Employees And Non Employee Directors | General and Administrative          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Restricted common stock units issued by CoreCivic     1.5   1.8
Restricted stock based awards | Employee | Operating          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Restricted common stock units issued by CoreCivic     0.1   0.2
Restricted stock based awards | Officers And Executive Officers          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period     3 years    
Vesting description     CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2022, 2023 and 2024 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2022, 2023, and 2024 for the 2022 awards, December 31, 2023, 2024, and 2025 for the 2023 awards, and December 31, 2024, 2025, and 2026 for the 2024 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2025 and 2026 have not yet been established, the values of the third RSU increment of the 2023 awards and of the second and third increments of the 2024 awards for financial reporting purposes will not be determined until such criteria are established. A portion of the RSU award granted to CoreCivic's chief executive officer in 2024 contains a single performance-based vesting condition that results in full vesting on the later of (i) the second anniversary of the award or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the fiscal year ending December 31, 2025, if the performance criteria is met for the year ending December 31, 2025, or no vesting if the performance criteria is not met for such year.    
Restricted stock based awards | Non Employee Directors          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period     1 year    
Restricted stock based awards | Other Employees          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting description     Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year.    
v3.24.2.u1
EARNINGS PER SHARE - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Net income ,Basic $ 18,954 $ 14,830 $ 28,497 $ 27,230
Net income ,Diluted $ 18,954 $ 14,830 $ 28,497 $ 27,230
Weighted average common shares outstanding, Basic 110,954 113,628 111,630 113,840
Weighted average common shares outstanding, Diluted 110,954 113,628 111,630 113,840
Weighted average shares and assumed conversions 111,532 113,952 112,509 114,471
BASIC EARNINGS PER SHARE $ 0.17 $ 0.13 $ 0.26 $ 0.24
DILUTED EARNINGS PER SHARE $ 0.17 $ 0.13 $ 0.25 $ 0.24
Restricted stock based awards        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Effect of dilutive securities 578 324 879 631
v3.24.2.u1
INCOME TAXES - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2023
Income Tax Disclosure [Abstract]            
Income tax expense $ 8,625 $ 4,176 $ 8,125 $ 12,322    
Tax benefit for stock-based compensation vesting     2,600      
Charges for revaluation of deferred tax liabilities       900    
Excise tax rate         1.00%  
Excise tax amount     $ 400 $ 100    
Percentage of likelihood required for a tax position to be measured     50.00%      
Liabilities for uncertain tax positions $ 0   $ 0     $ 0
v3.24.2.u1
SEGMENT REPORTING - Additional Information (Detail)
6 Months Ended
Jun. 30, 2024
Property
Facility
Segment
Segment Reporting Information [Line Items]  
Number of Operating segments | Segment 3
CoreCivic Safety  
Segment Reporting Information [Line Items]  
Number of facilities operated by the company 43
Number of facilities owned by the company 39
CoreCivic Community  
Segment Reporting Information [Line Items]  
Number of centers owned and operated by company 23
CoreCivic Properties  
Segment Reporting Information [Line Items]  
Number of properties held for lease to government agencies | Property 6
v3.24.2.u1
SEGMENT REPORTING - Schedule of Revenue and Facility Net Operating Income for Each of the Three Segments and a Reconciliation to CoreCivic's Operating Income Before Income Taxes (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Revenue $ 490,109 $ 463,682 $ 990,795 $ 921,684
Operating expenses 375,735 362,008 753,838 716,545
General and administrative 33,910 32,612 70,375 65,291
Depreciation and amortization 32,145 31,615 63,875 62,657
Interest expense, net (17,110) (18,268) (35,723) (37,419)
Expenses associated with debt repayments and refinancing transactions 4,074 226 31,316 226
Gain (loss) on sale of real estate assets, net 0 (25) 568 (25)
Other income 444 78 386 31
Income before income taxes 27,579 19,006 36,622 39,552
Operating Segments        
Segment Reporting Information [Line Items]        
Revenue 490,091 463,681 990,776 921,582
Operating expenses 375,717 361,955 753,794 716,429
Operating income 114,374 101,726 236,982 205,153
Operating Segments | Safety        
Segment Reporting Information [Line Items]        
Revenue 455,373 421,743 913,119 839,393
Operating expenses 348,121 335,726 698,219 664,124
Operating income 107,252 86,017 214,900 175,269
Operating Segments | Community        
Segment Reporting Information [Line Items]        
Revenue 30,302 28,364 60,202 54,778
Operating expenses 24,134 22,905 48,278 45,620
Operating income 6,168 5,459 11,924 9,158
Operating Segments | Properties        
Segment Reporting Information [Line Items]        
Revenue 4,416 13,574 17,455 27,411
Operating expenses 3,462 3,324 7,297 6,685
Operating income 954 10,250 10,158 20,726
Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Revenue 18 1 19 102
Other operating expense (18) (53) (44) (116)
General and administrative (33,910) (32,612) (70,375) (65,291)
Depreciation and amortization (32,145) (31,615) (63,875) (62,657)
Interest expense, net (17,110) (18,268) (35,723) (37,419)
Expenses associated with debt repayments and refinancing transactions (4,074) (226) (31,316) (226)
Gain (loss) on sale of real estate assets, net (25) 568 (25)
Other income $ 444 $ 78 $ 386 $ 31
v3.24.2.u1
SEGMENT REPORTING - Summary of Capital Expenditures Including Accrued Amounts (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Total capital expenditures $ 18,728 $ 16,455 $ 29,345 $ 22,678
Safety        
Segment Reporting Information [Line Items]        
Total capital expenditures 13,983 13,993 21,480 17,562
Community        
Segment Reporting Information [Line Items]        
Total capital expenditures 795 226 2,702 640
Properties        
Segment Reporting Information [Line Items]        
Total capital expenditures 422 495 727 543
Corporate and Other        
Segment Reporting Information [Line Items]        
Total capital expenditures $ 3,528 $ 1,741 $ 4,436 $ 3,933
v3.24.2.u1
SEGMENT REPORTING - Schedule of Total Assets (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]    
Total assets $ 2,903,211 $ 3,105,399
Safety    
Segment Reporting Information [Line Items]    
Total assets 2,165,880 2,284,243
Community    
Segment Reporting Information [Line Items]    
Total assets 202,278 213,145
Properties    
Segment Reporting Information [Line Items]    
Total assets 389,105 402,889
Corporate and Other    
Segment Reporting Information [Line Items]    
Total assets $ 145,948 $ 205,122

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